Exhibit 10.9.7
UNCONDITIONAL GUARANTY
KNOW ALL MEN BY THESE PRESENTS:
For a valuable consideration and specifically for the purpose of inducing
Simmons First National Bank, a national banking institution, ("Lender") to
loan and to continue to loan funds to TSI Redfield Laboratories, Inc., an
Arkansas corporation ("Borrower"), the undersigned ("Guarantor"), does hereby
agree for itself, its successors and assigns with and unto the Lender as
follows:
1. Guarantee of Payment. The Guarantor hereby unconditionally
guarantees the full and timely payment of all indebtedness of every kind and
nature of the Borrower to the Lender, direct or indirect, without limit as to
the amount of such indebtedness, whether now existing or hereinafter
incurred, whether or not such indebtedness shall be similar or dissimilar,
related or unrelated to any existing indebtedness, including but not limited
to an indebtedness evidenced by two promissory notes in the amount of
$700,000.00 and $350,000.00, of even date herewith (collectively
"Indebtedness").
2. Guarantee of Performance. The Guarantor further unconditionally
guarantees prompt, timely, and complete performance of and compliance by
Borrower of all the terms and conditions contained in any of the instruments
and documents, including but not limited to promissory notes, mortgages,
security agreements, pledges and collateral assignments ("Loan Documents"),
given in connection with the origination, extension or collection of the
Indebtedness; the timely payment of all real and personal property taxes,
special assessments, and premiums for insurance of every kind required under
the terms of any of the Loan Documents; and generally, the performance of
each and every other covenant and condition set forth and contained in the
Loan Documents.
3. Waivers of Notice and Additional Authority. The Guarantor waives
notice of any default by Borrower upon the Indebtedness or of any transfer of
the title to any property securing any of the Indebtedness pursuant to any
Loan Document, and the Lender, or the holder of any note evidencing any of
the Indebtedness, shall not be required to resort to any collateral other
than this guaranty or attempt to recover upon the liability of Borrower in
any way as a condition prerequisite to recovering upon this Guaranty. The
Lender and any subsequent holder of any note evidencing any of the the
Indebtedness, may, without notice to the Guarantor, deal with the Borrower,
or any one on its behalf or if title to any property shall have been
transferred, the owner thereof, from time to time with respect to any of the
Indebtedness and the security therefor in any manner whatsoever, including
the release of any obligor or of any of the collateral, and Guarantor hereby
specifically waives each and every defense predicable upon such dealing
including, without limitation, the release of any part of the security for
any of the Indebtedness or any of the obligors thereon, except the defense of
actual payment in cash on the Indebtedness.
4. Continuation of the Guaranty. This Guaranty shall continue with
respect to the Indebtedness, and all continuations, extensions or renewals
thereof, in favor of the Lender and all subsequent holders of any note
evidencing any of the Indebtedness, notwithstanding that the
Borrower shall have conveyed its title and notwithstanding that other
obligors may have assumed or guaranteed payment. It is understood and agreed
that this Guaranty shall, in all respects, run in favor of the holders of any
note evidencing any of the Indebtedness and notice to the Guarantor of any
transfer, endorsement or assignment of any such note shall not be required.
5. Waiver of Acceptance. The Guarantor further waives notice of the
acceptance of this Guaranty by the Lender and presentment, demand, notice of
nonpayment, notice of extension of the time of payment or of any dealings
with any obligor or any collateral.
6. Additional Covenants of Guarantor. The Guarantor agrees that the
liability of the Guarantor hereunder shall not in anyway be released,
diminished, impaired, reduced, or affected by:
(a) The taking or accepting of any other security or guaranty for any or
all of the Indebtedness;
(b) Any release, withdrawal, surrender, exchange, substitution,
subordination, or loss of any security or other guaranty at any time existing
in connection with any or all of the Indebtedness; any partial release of the
liability of any other Guarantor hereunder or under any of the Loan Documents
had, or to be had, in connection with, or as security for, any of the
Indebtedness, or the corporate dissolution, insolvency, bankruptcy,
disability, or lack of authority of Borrower, Guarantor, or any other
guarantor or any party at any time liable for the payment of any or all of
the Indebtedness, whether now existing or hereafter occurring;
(c) Any renewal, extension, modification, or rearrangement of the
payment of any or all of the Indebtedness, or the performance of any covenant
contained in any Loan Document had, or to be had, in connection with, or as
security for, the Indebtedness, either with or without notice to, or consent
of, such Guarantor or any adjustment, indulgence, forbearance, or compromise
that may be granted or given by Lender to any party; or
(d) Any neglect, delay, omission, failure, or refusal of Lender to take
or prosecute any action for the collection of any of the Indebtedness or to
foreclose or take or prosecute any action in connection with any lien, right,
or security existing or to exist in connection with, or as security for, any
of the Indebtedness; or to take any action hereunder; it being the intention
hereof that Guarantor shall remain liable as principal until the full amount
of the Indebtedness, together with interest, and any other sums due or to
become due upon or in connection with any of the same, shall have been fully
paid, performed and observed by Borrower.
IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed this 27th day of June, 1997.
GENZYME TRANSGENICS CORPORATION
By /s/ John B. Green, Vice President
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John B. Green, Vice President