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GUARANTY

Guarantee Agreement

GUARANTY | Document Parties: BONDS.COM GROUP, INC. | BONDSCOM HOLDINGS, INC | MBRO CAPITAL, LLC You are currently viewing:
This Guarantee Agreement involves

BONDS.COM GROUP, INC. | BONDSCOM HOLDINGS, INC | MBRO CAPITAL, LLC

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Title: GUARANTY
Governing Law: Connecticut     Date: 4/1/2009

GUARANTY, Parties: bonds.com group  inc. , bondscom holdings  inc , mbro capital  llc
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EXECUTION COPY

 

GUARANTY

 

THIS GUARANTY , made March 31, 2009 by BONDS.COM HOLDINGS, INC. , a Delaware corporation with a principal place of business located at 1515 South Federal Highway, Suite 212, Boca Raton, Florida 33432   (the “ Guarantor ”), in favor of MBRO CAPITAL, LLC , a Connecticut limited liability company with a principal place of business located at 991 Ponus Ridge, New Canaan, Connecticut 06840 (the " Lender ").

 

Recitals

 

A.           The Lender extended to Bonds.com Group, Inc., a Delaware corporation (the " Borrower ") a $1,000,000 commercial term loan facility (the " Loan ") pursuant to the terms of the $1,000,000 Commercial Term Promissory Note of this date (the " Note ") from the Borrower to the Lender and the Commercial Term Loan Agreement of this date between the Borrower and the Lender (the “ Loan Agreement ”) (the Note, the Loan Agreement and all other documents executed in connection therewith are collectively referred to as the “ Loan Documents ”).

 

B.           The Guarantor is a wholly-owned subsidiary of the Borrower and will receive direct financial benefit by reason of the Loan.

 

C.           The Lender has requested and the Guarantor has agreed to unconditionally guaranty to the Lender the repayment and performance of all indebtedness, liabilities and obligations of the Borrower to the Lender including, but not limited to, the liabilities and obligations arising under the Note and all other Loan Documents executed in connection therewith.

 

Agreement

 

In consideration of the Recitals, which are incorporated by reference and the representations, covenants and warranties contained herein, the parties intending to be bound legally, agree as follows:

 

1.            Guaranty .  The Guarantor unconditionally guaranties the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of the Borrower to the Lender whether now or hereafter existing including, but not limited to, the obligations of the Borrower under the Note and under any amendment, modification, renewal, extension, substitution or replacement thereof or thereto, whether for principal, interest, fees, expenses or otherwise and any and all expenses incurred by the Lender in enforcing any rights under this Guaranty (such obligations being referred to collectively as the " Obligations ").

 

2.            Guaranty Absolute .  (a) The Guarantor guaranties that the Obligations will be paid strictly in accordance with the terms of the Note regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto.  The liability of the Guarantor under this Guaranty shall be absolute and unconditional irrespective of:

 

(i)            any lack of validity or enforceability of the Note or any other agreement or instrument relating thereto;

 

(ii)            any change in the time, manner or place of payment of, or in any other term of, all or any of the Obliga­tions, or any other amendment or waiver of or any consent to departure from the Note;

 

 

 


 

 

(iii)           any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or

 

(iv)            any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Borrower in respect of the Obligations or the Guarantor in respect of this Guaranty.

 

(b)           This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by the Lender upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though such payment had not been made.

 

3.            Waiver .  The Guarantor waives promptness, diligence, notice of acceptance, notice of presentment, demand or protest and any other notice with respect to any of the Obligations and this Guaranty and any requirement that the Lender exhaust any right or take any action against the Borrower or any other person or entity or any collateral.

 

4.            Subrogation; Contribution .  The Guarantor will not exercise any rights which it may acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, until all the Obligations shall have been paid in full.  If any amount shall be paid by the Guarantor on account of such subrogation rights or by way of contribution or indemnification at any time when all the Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of the Note.  If the Guarantor shall make payment to the Lender of all or any part of the Obligations and all the Obligations shall be paid in full, the Lender will execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Guarantor.

 

5.            Representations and Warranties .  The Guarantor represents and warrants to the Lender as follows:

 

(a)           The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the state indicated at the beginning of this Guaranty.

 

(b)           The Guarantor is qualified as a foreign corporation in each state in which the character of its properties or the nature of its business requires.

 

(c)           The execution, delivery and performance by the Guarantor of this Guaranty has been duly authorized by all necessary corporate actions and does not and will not:

 

 

(i)           contravene the Guarantor’s Certificate of Incorporation or By-Laws;

 

(ii)           violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Guarantor;

 

 

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(iii)           result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Guarantor is a party or by which it or its respective properties may be bound or affected;

 

(iv)           result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than arising under any document delivered to the Lender in connection herewith) upon or with respect to any of the properties now owned or hereafter acquired by the Guarantor; and the Guarantor is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument; or

 

(v)           with respect to the execution and delivery of this Guaranty, render the Guarantor insolvent.  For purposes hereof, “insolvent” means the failure of the Guarantor to pay its debts as they become due.

 

(d)          


 
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