ST. MICHAELS BANK
000 Xxxxxx Xxxxxx, X.X. Xxx 00, Xx. XXXXXXXX, XX 00000
Guaranty Agreement
The undersigned hereby requests ST. MICHAELS BANK (herein called the
"Bank") to give and continue to give DCA of Vineland, LLC (herein called
the "Borrower") credit, as the Borrower may desire and the Bank may grant,
from time to time, whether to the Borrower alone or to the Borrower and
others, and in consideration of any such credit, the Undersigned hereby
absolutely and unconditionally guarantees prompt payment (not merely collec-
tion) when due and at all times thereafter of any and all existing and
future indebtedness and liability of any kind, nature, and character (in-
cluding but not limited to all renewals, extensions, modifications, and all
reasonable attorneys' fees, legal or other expenses of collection) from the
Borrower alone or from the Borrower and others to the Bank, howsoever and
whensoever created, or arising, or evidenced, or acquired (collectively,
the "Guaranteed Obligations"); and the Undersigned waives notice of the
acceptance of this Individual Guaranty (this "Guaranty") and of any and all
such Guaranteed Obligations. The Undersigned hereby waives presentment,
protest, notice, demand or action on delinquency in respect to any such
Guaranteed Obligations, including any right to require the Bank to xxx or
otherwise enforce payment thereof.
This Guaranty is made and shall continue as to any and all such
Guaranteed Obligations incurred or arising prior to acknowledgment by the
Bank of receipt by the Bank of written notice of the termination hereof from
the Undersigned, without regard to collateral, or security, or guaranties,
or other obligors, if any, or to the validity or effectiveness of any and all
thereof; and any and all such collateral and security and guarantees and
other obligors, if any, may, from time to time, without notice to or consent
of the Undersigned, be sold, released, surrendered, exchanged, settled,
compromised, waived, subordinated or modified with or without consideration,
without in any manner affecting or impairing the liability of the Under-
signed. It is agreed that the Undersigned's liability hereunder is several
and joint and is independent of any collateral or other guaranties at any
time in effect with respect to all or any part of the Guaranteed Obligations,
and that the Undersigned's liability hereunder may be enforced without regard
to the existence or enforcement or enforceability of claims against the
Borrower, any collateral or guarantor. The Undersigned authorizes any
attorney designated by the Bank to confess judgment in any Court of Record or
in the alternative authorizes the Bank to instruct the clerk of any Court of
Record to confess judgment against the Undersigned at any time after any
Guarantied Obligation is due by its terms or upon default, for the unpaid
amount thereof, together with court costs, reasonable attorneys' fees for
enforcement of the Guaranty, and all other amounts payable to the Bank
pursuant hereto, provided, however, that any lien arising from such confes-
sion of judgment shall not, without further proceedings, apply or attach to
any real property of any natural guarantor which (a) is used or is expected
to be used as his or her principal residence if this is a guaranty by a
natural person primarily for personal, family, household or agricultural
purposes or which (b) is described in section 12-401 (i) of the Maryland
Secondary Mortgage Loan Law as the same may be amended from time to time,
unless this is a guaranty by a corporation or business or commercial
organization or a guaranty in excess of $75,000.00 solely to acquire or
carry on a business or commercial enterprise or to any business or
commercial organization.
The Undersigned represents and warrants to the Bank that (a) this
Guaranty is a legal, valid and binding obligation of the Undersigned,
enforceable in accordance with its terms; (b) there are no actions, suits
or proceedings pending or, to the knowledge of the Undersigned , threatened
against or affecting the Undersigned which would prevent the Undersigned
from executing this Guaranty and performing his or her obligations hereunder;
(c) except for Permitted Encumbrances as defined in the Deed of Trust, the
undersigned's performance under this Guaranty shall not violate any material
contract or material instrument to which the Undersigned is a party or by
which the Undersigned is bound; (d) since the date of any financial statements
of the Undersigned provided to the Bank, except as specifically disclosed to
the Bank in writing, there have been no material adverse changes in the
condition, financial or otherwise, of the Undersigned; and (e) the Undersigned
has a financial interest in the Borrower and the assumption of the Under-
signed's obligations and liabilities hereunder will result in direct
financial benefits to the Undersigned.
Upon the occurrence of any default under any document evidencing any of
the Guaranteed Obligations, the Bank, in its sole discretion, may proceed
first and directly against the Undersigned under the Guaranty without pro-
ceeding against or exhausting any collateral or any other security held by
any other person in connection with the Guaranteed Obligations, and without
first filing suit or proceeding to obtain or assert a claim for personal
judgment against the Borrower or any other guarantor of the Guaranteed Obli-
gations, foreclosing on or disposing of any security therefor, or making any
effort at collection of the Guaranteed Obligations from the Borrower, any
other guarantor thereof or any other person.
Subject to the Permitted Encumbrances as defined in the Deed of trust,
as security for the payment of the Guaranteed Obligations, the Bank is
hereby granted a lien and security interest in all property of the Under-
signed held now or hereafter by the Bank in any capacity and upon the
occurrence of a default hereunder the Bank shall have the right, immediately
and without further action by it, to set-off against any of the Guaranteed
Obligations, all such property, and the Bank shall be deemed to have
exercised such right of set-off and to have made a charge against such
property immediately upon the occurrence of such default even though such
charge is made or entered subsequently on the books of the Bank.
Any debt of Borrower to the Undersigned, now or hereafter existing,
except for Prior Advanced Funds as defined in the Loan Agreement, is and
shall be subordinated to the Guaranteed Obligations. The Undersigned agrees
not to assert any right, directly or by subrogation, against the Borrower or
any assets securing payment of the Guaranteed Obligations, so long as this
Guaranty is outstanding.
Notice hereunder must be sent by registered or certified mail to the
Bank at the address above.
This Guaranty shall also bind the heirs, personal representatives,
successors and assigns of the Undersigned and shall inure to the Bank, its
successors and assigns and shall be governed by the laws of the State of
Maryland.
The Undersigned and the Bank agree to submit any cause involving both
of them arising from the Guaranty to the court for determination without the
aid of a jury.
IN WITNESS WHEREOF, the Undersigned has executed this Guaranty under
seal this 3rd day of December, 1999, specifically intending it to be a
sealed instrument.
WITNESS: Dialysis Corporation of America
/s/ Xxxx X. Xxxx /s/ Xxxx Xxxxxxxxx
-------------------------------- By:-----------------------------(SEAL)
Xxxxxx X. Xxxxxxxxx, President
