EXHIBIT 10.11(B)
CONFIRMATORY GUARANTY
For valuable consideration, the receipt of which is hereby
acknowledged, and in consideration of Innovative Clinical Solutions, Ltd.
(hereinafter called "Lender") having made or now or in the future making,
advances or otherwise giving credit to CHANCELLOR DEVELOPMENT CORP., a Delaware
corporation (hereinafter called Borrower), pursuant to that certain Confirmatory
Revolving Note of even date in the original principal amount of $10,900,000 made
by Borrower to the order of Lender (the "Note"), the undersigned does hereby
confirm that it has unconditionally guaranteed to Lender, its successors and
assigns, full and prompt payment at maturity of all present and future
obligations of Borrower to Lender under the Note, including all renewals and
extensions thereof of substitutions therefor.
Notice of acceptance of and action taken by Xxxxxx from time to time
under this Guaranty are hereby waived, and this Guaranty shall operate as a
continuing and absolute Guaranty covering obligations of Borrower to Lender
under the Note (and renewals and extensions thereof or substitutions therefor).
Upon any "Event of Default" (as that term is defined in the Note) by
Borrower under the Note, the liability of the undersigned shall be effective
immediately, without demand, presentment, protest or notice of any kind, all of
which are hereby waived, and without any suit or action against Borrower and
without further steps to be taken or further conditions to be performed by
Lender or anyone. Failure of Lender to make any demand or otherwise to proceed
against the undersigned with respect to any default by Borrower or the
undersigned shall not constitute a waiver of Lender's right to proceed with
respect to any or all other defaults by Borrower or the undersigned.
Guarantor shall provide Lender with his personal balance sheet for the
six and twelve month periods ending on June 30 and December 31 respectively
within thirty (30) days of the expiration of each such period, in each case
certified by the Guarantor as being true, complete, and correct in all material
respects.
The liability of the undersigned shall not be terminated or otherwise
affected or impaired by Xxxxxx's granting time to Borrower (regardless of the
number or length of such grants of time) or by any other indulgence or
indulgences granted by Lender to Borrower, or by Xxxxxx's heretofore, now or
hereafter acquiring, releasing or in any way modifying any guaranty from any
other person or persons or any collateral or other security in whatever form for
any of the obligations hereby guaranteed, whether or not notice thereof shall
have been or be given to the undersigned, or by any failure on Lender's part to
take any action with respect to, or to realize upon any security, rights,
endorsements or guaranties which Lender may now or hereafter hold with respect
to any obligation hereby guaranteed, or by any alteration or modification of any
such obligation to which Lender may agree, or because of any fraud, illegal or
improper acts of Borrower or because Borrower may, by operation of law or
otherwise, be relieved of liability
upon its obligations to Lender hereby guaranteed.
Any and all sums at any time due from Lender to the undersigned and any
and all securities or other property, real or personal, of the undersigned in
the possession of Lender, whether as pledged property or as a result of
foreclosure or otherwise, shall at all times constitute security for any and all
obligations, and Lender may apply or set off such sums against any obligation at
any time, whether or not such obligation is then due, and whether or ot other
collateral is considered by Lender as adequate.
This Guaranty shall be binding upon the heirs, personal representatives and
assigns of the undersigned. The death or incapacity of the undersigned shall not
relieve his estate of any liability or obligation occurring prior to such death
or incapacity, nor accruing prior to the expiration of ten (10) days next
following the receipt by Xxxxxx of notice of such death or incapacity.
For the purposes of this Guaranty, the term "obligations" shall mean
and include, without limitation, all indebtedness, liabilities and amounts,
liquidated or unliquidated, owing by Borrower to Lender at any time under the
Note. Said term shall also include all interest, charges, costs and expenses
(including reasonable attorneys' fees) now due or that may hereafter become due
from Borrower to Lender under the Note from time to time.
This instrument is intended to take effect as a sealed instrument and
this instrument and all rights, duties and remedies of the parties shall be
governed as to interpretation, validity, effect and enforcement, and in all
other respects of the same or different nature, by the domestic law of the
Commonwealth of Massachusetts. Any and all payments by the undersigned to Lender
under or pursuant to this Guaranty shall be made at 00 Xxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxx 00000, or such other place as Lender shall designate in
writing to the undersigned.
WITNESS my hand and seal as of the 1st day of February, 1998.
Witness: /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Dated: November 30, 1999
