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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.
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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
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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 D