COMPLETION GUARANTY AGREEMENTCompletion Guarantee |
|
|
|
You are currently viewing: This Completion Guarantee involves
MANUFACTURERS AND TRADERS TRUST | OLD LINE BANCSHARES, INC. | Pointer Ridge Office Investment, LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Completion Guarantee by:
<PAGE>
EXHIBIT 10.34
COMPLETION
GUARANTY AGREEMENT
THIS COMPLETION GUARANTY AGREEMENT
(this "Agreement") is made as of
November 3, 2005, to MANUFACTURERS AND TRADERS TRUST COMPANY, a New York
banking
corporation (the "Bank"), by OLD LINE BANCSHARES, INC., a Maryland
corporation
(the "Guarantor"), witnesseth:
RECITALS
The Bank has agreed to make a
construction loan that may convert to a term
loan (collectively, the "Credit Facility") available to Pointer Ridge
Office
Investment, LLC, a Maryland limited liability company (the
"Borrower"), subject
to and in accordance with that certain Loan Agreement dated November 3, 2005
(which Loan Agreement, as the same may from time to time be amended, restated,
supplemented or otherwise modified is herein called the "Loan
Agreement"), by
and between the Borrower and the Bank. The Guarantor has requested the Bank to
make the Credit Facility available to the Borrower, and the Bank has agreed to
do so, provided that, among other things, the Guarantor guarantees the
completion of the Project (hereinafter defined) as set forth herein.
NOW, THEREFORE, in order to induce
the Bank to make the Credit Facility
available to the Borrower, the Guarantor agrees and covenants with the Bank as
follows:
1. RECITALS AND CERTAIN
DEFINITIONS. The Guarantor acknowledges that the
above recitals are true and correct, and hereby incorporates the same by this
reference into the body of this Agreement. The term "Financing
Documents" as
used herein means collectively and includes this Agreement, the Loan Agreement,
the Note (as such term is defined in the Loan Agreement), the Deed of Trust (as
such term is defined in the Loan Agreement) and any other instrument, document
or agreement both now and hereafter executed, delivered or furnished by the
Borrower or any other person evidencing, guaranteeing, securing or in
connection
with, the Credit Facility. The term "Project" as used herein means
the
construction of the Improvements (as such term is defined in the Loan
Agreement)
on the Land (as such term is defined in the Loan Agreement) in accordance with
the Plans and Specifications (as such term is defined in the Loan Agreement).
The term "Borrower's Obligations" means all present and future debts,
obligations and liabilities of the Borrower to the Bank arising pursuant to,
and/or on account of, the provisions of the Loan Agreement, the Note and any of
the other Financing Documents, including, without limitation, the obligation
(a)
to pay all principal, interest, late charges and prepayment premiums (if any)
due at any time under the Note; (b) to pay all expenses, indemnification
payments and other sums due at any time under the Deed of Trust, together with
interest thereon as provided in the Note; and (c) to perform, observe and
comply
with all of the terms, covenants and conditions, expressed or implied, which
the
Borrower is required to perform, observe or comply with pursuant to the terms
of
the Loan Agreement, the Deed of Trust or any of the other Financing Documents.
<PAGE>
2. GUARANTY. If the Borrower:
(a) fails to complete the
Improvements on the Land free of liens except
those permitted by any of the Financing Documents and by the Completion Date
(as
such term is defined in the Loan Agreement) in accordance with the Plans and
Specifications with only such amendments thereto as shall be approved by the
Bank, and in accordance in all material respects with all material laws, rules,
regulations and requirements of all governmental authorities having
jurisdiction, or
(b) fails to keep the Property
(as such term is defined in the Loan
Agreement) free from all liens and claims which may be filed or made for
performing work and labor thereon or furnishing materials therefor in
connection
with the construction thereof, or both, except to the extent any of the same
are
permitted by any of the Financing Documents, then the Guarantor hereby
unconditionally, irrevocably, jointly and severally guarantees to the Bank that
the Guarantor shall, provided that sums under the Loan Agreement are thereafter
advanced by the Bank in the manner therein provided:
(1) cause the Improvements to
be completed free and clear of liens
except those permitted by any of the Financing Documents in the manner and
within the period of time required by the Loan Agreement, in accordance with
the
Plans and Specifications, amended only as aforesaid, and in accordance in all
material respects with all material laws, rules, regulations and requirements
of
all governmental authorities having jurisdiction,
(2) cause any such liens to be
removed and thereafter keep the
Property free from all such liens,
(3) make payment in full to all
laborers, subcontractors and
materialmen on or before the Completion Date for the costs of the Improvements,
and
(4) pay all costs and expenses
incurred in completing the activities
set forth in above subparts (1), (2) and (3) when due, and/or pay to or
reimburse the Bank for all reasonable out of pocket expenses incurred or to be
incurred by the Bank in completing the activities set forth above in subparts
(1), (2) and (3) in accordance with the terms of the Loan Agreement (such costs
and expenses and other sums being herein collectively called the
"Guarantor's
Monetary Obligations"), provided that, notwithstanding anything herein to
the
contrary, the Guarantor's liability for the Guarantor's Monetary Obligation
hereunder shall be limited to an amount not to exceed fifty percent (50%) of
the
aggregate Guarantor's Monetary Obligations (Guarantor's Limited Obligations).
The Guarantor's obligations to
comply with subparts (1), and (2) and (3)
are herein collectively called the "Guarantor's Non-Monetary Obligations,
and
collectively, the Guarantor's Non-Monetary Obligations," and the
Guarantor's
Monetary Obligations are herein collectively called the "Guarantor's
Obligations."
3. ABSOLUTE GUARANTY, ETC. The
guaranty of the Guarantor's Limited
Obligations under this Agreement is a guaranty of payment and not of
collection.
The Guarantor's
2
<PAGE>
Obligations shall remain in full force and effect until all of the Guarantor's
Non-Monetary Obligations are fully completed, and the Guarantor's Limited
Obligations are indefeasibly paid in full. Once all of Guarantor's Limited
Obligations have been indefeasibly paid in full, and Guarantor's Non-Monetary
Obligations are fully completed, then Guarantor's Obligations shall be deemed
to
be fully satisfied, and this Agreement, without any further action by the Bank,
shall be deemed terminated, and Guarantor shall have no further liability
hereunder. The obligations and liabilities of the Guarantor under this
Agreement
are the primary, direct and immediate obligations of the Guarantor and shall in
no way be affected, limited, impaired, modified or released by, subject to or
conditioned upon, and may be enforced against the Guarantor irrespective of (a)
any attempt, pursuit, enforcement or exhaustion of any rights and remedies the
Bank may at any time have to collect any or all of the Borrower's Obligations,
whether pursuant to any of the Financing Documents or otherwise, from the
Borrower, from any other maker, endorser, surety or guarantor of, or pledgor of
collateral and security for, all or any part of the Borrower's Obligations
(each
such other maker, endorser, surety, guarantor or pledgor an "Obligor"
and
collectively, the "Obligors"), and/or by any resort or recourse to or
against
any collateral and security for all or any part of the Borrower's Obligations,
(b) the invalidity, irregularity, lack of priority or unenforceability in whole
or in part of any or all of the Financing Documents, (c) any counter-claim,
recoupment, setoff, reduction or defense based on any claim the Guarantor may
now or hereafter have against the Bank, the Borrower or any Obligor, (d) the
voluntary or involuntary liquidation, dissolution, termination, merger, sale or
other disposition of the Borrower or any of the Borrower's assets and
properties, (e) any bankruptcy, reorganization, insolvency or similar
proceedings for the relief of debtors under any federal or state law by or
against the Borrower or any Obligor, or, any discharge, limitation,
modification
or release of liability of the Borrower or any Obligor by virtue of any such
proceedings, (f) any event, circumstance or matter to which the Guarantor has
consented pursuant to the provisions of paragraph 4 hereof, and (g) any other
event or circumstance which might otherwise constitute a legal or equitable
discharge, release or defense of a guarantor or surety, whether similar or
dissimilar to the foregoing.
4. CONSENTS, ETC. Without notice
to, or further consent of, the Guarantor,
except as otherwise provided in any of the Financing Documents, the Guarantor
hereby consents that the Bank may at any time and from time to time on one or
more occasions (a) renew, extend, accelerate, subordinate, change the time or
manner of payment or performance of, or otherwise deal with in any manner
satisfactory to the Bank any of the terms and provisions of, all or any part of
the Borrower's Obligations, (b) waive, excuse, release, change, amend, modify
or
otherwise deal with in any manner satisfactory to the Bank any of the
provisions
of any of the Financing Documents, (c) release the Borrower or any or all of
the
Obligors, (d) waive, omit or delay the exercise of any of its powers, rights
and
remedies against the Borrower or all or any of the Obligors or any collateral
and security for all or any part of the Borrower's Obligations, (e) release,
substitute, subordinate, add, fail to maintain, preserve or perfect any of its
liens on, security interests in or rights to, or otherwise deal with in any
manner satisfactory to the Bank, any collateral and security for all or any
part
of the Borrower's Obligations, (f) apply any payments of all or any of the
Borrower's Obligations received from the Borrower, the Guarantor, any Obligor
or
any other party or source whatsoever to the Borrower's Obligations in such
order
and manner as the Bank in its sole and absolute discretion may determine, or
(g)
take or omit to take any other action, whether similar or dissimilar to the
foregoing which may or might in any
3
<PAGE>
manner or to any extent vary the risk of the Guarantor or otherwise operate as
a
legal or equitable discharge, release or defense of the Guarantor under
applicable laws.
5. WAIVERS. The Guarantor hereby
waives (a) notice of the execution and<






