Common use of Completion Guaranty Clause in Contracts

Completion Guaranty. Each Guarantor hereby covenants and agrees solidarily to guaranty any Loan proceeds advanced during the construction of the Project, and each Guarantor absolutely, unconditionally, and irrevocably guarantees: (a) the full, complete and punctual completion of the Project free of any claim from mechanics’, materialmen’s or any other liens, and in accordance with (1) all applicable laws, (2) substantially in accordance with the plans and specifications, and (3) the time periods and other requirements set forth in the Loan Documents, including, without limitation, the following: i. To perform, complete and pay for (or cause to be performed, completed and paid for) the construction of the Project and to pay all costs of said construction (including any and all cost overruns) and all other costs associated with the construction of the Project (including, without limitation, the costs of any architects’ and engineers’ fees), if Borrower shall fail to perform, complete or pay for such work; ii. If any mechanics’ or materialmen’s liens should be filed, or should attach, with respect to the Project by reason of the construction of the Project, to immediately cause the removal of such liens, or post security against the consequences of their possible foreclosure and procure an endorsement(s) to the title policy insuring the LHC against the consequences of the foreclosure or enforcement of such lien(s); iii. If any conditional vendor’s liens or any liens, encumbrances or security interests whatsoever should be filed, or should attach, with respect to the personal property, fixtures, attachments and equipment delivered upon the Project and owned by ▇▇▇▇▇▇▇▇, attached to the Project or used in connection with the construction, to immediately cause the removal of such lien(s); and iv. To pay the premiums for all policies of insurance required to be furnished by Borrower pursuant to the Loan Documents during the construction if such premiums are not paid by Borrower; and (b) the full and prompt payment of any Enforcement Costs (as hereinafter defined in Section

Completion Guaranty. Each Guarantor hereby covenants and agrees solidarily to guaranty any Loan proceeds advanced during the construction of the Project, and each Guarantor absolutely, unconditionally, and irrevocably guarantees: (a) the full, complete and punctual completion of the Project free of any claim from mechanics’, materialmen’s or any other liens, and in accordance with (1) all applicable laws, (2) substantially in accordance with the plans and specifications, and (3) the time periods and other requirements set forth in the Loan Documents, including, without limitation, the following: i. (i) To perform, complete and pay for (or cause to be performed, completed and paid for) the construction of the Project and to pay all costs of said construction (including any and all cost overruns) and all other costs associated with the construction of the Project (including, without limitation, the costs of any architects’ and engineers’ fees), if Borrower shall fail to perform, complete or pay for such work; (ii. ) If any mechanics’ or materialmen’s liens should be filed, or should attach, with respect to the Project by reason of the construction of the Project, to immediately cause the removal of such liens, or post security against the consequences of their possible foreclosure and procure an endorsement(s) to the title policy insuring the LHC against the consequences of the foreclosure or enforcement of such lien(s); (iii. ) If any conditional vendor’s liens or any liens, encumbrances or security interests whatsoever should be filed, or should attach, with respect to the personal property, fixtures, attachments and equipment delivered upon the Project and owned by ▇▇▇▇▇▇▇▇, attached to the Project or used in connection with the construction, to immediately cause the removal of such lien(s); and (iv. ) To pay the premiums for all policies of insurance required to be furnished by Borrower pursuant to the Loan Documents during the construction if such premiums are not paid by Borrower; and (b) the full and prompt payment of any Enforcement Costs (as hereinafter defined in SectionSection 4.2 hereof). All obligations described in subsections (a) and (b) of this Section 3.1 are referred to herein as the “Obligations.” Each Guarantor absolutely, unconditionally, and irrevocably agrees, on demand by LHC, to perform all the Obligations. Guarantor shall indemnify and hold LHC free and harmless from and against any and all loss, damage, cost, expense, injury, or liability LHC may suffer or incur in connection with the exercise of its rights under this Guaranty or the performance of the Obligations. Furthermore, LHC shall have no obligation to protect or insure any collateral for the Loan, nor shall LHC have any obligation to perfect its security interest in any collateral for the Loan. Guarantor shall pay on demand any amounts due to contractors, subcontractors, and material suppliers and for permits and licenses necessary or desirable in connection with the construction of the Project. No Guarantor’s obligations under this Guaranty shall be affected by any errors or omissions of the general contractor, architect, LHC, or its consultants, agents, or employees, or any subcontractor in the design, supervision, and performance of the work; it being understood that such risk is assumed by Guarantor. Neither the completion of the construction nor failure of such parties to complete the construction shall relieve any Guarantor of any liabilities hereunder; rather, such liability shall be continuing and may be enforced by LHC to the end that the construction shall be timely completed, lien-free, without loss, cost, expense, injury or liability of any kind to LHC. All of the remedies set forth herein and/or provided for in any of the Loan Documents or at law or equity shall be equally available to LHC, and the choice by LHC of one such alternative over another shall not be subject to question or challenge by any Guarantor or any other person, nor shall any such choice be asserted as a defense, set-off, or failure to mitigate damages in any action, proceeding, or counteraction by LHC to recover or seek any other remedy under this Guaranty, nor shall such choice preclude LHC from subsequently electing to exercise a different remedy. The parties have agreed to the alternative remedies provided herein in part because they recognize that the choice of remedies in the event of a default hereunder will necessarily be and should properly be a matter of good faith business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by LHC at the lowest cost to Borrower and/or Guarantor. It is the intention of the parties that such good faith choice by LHC be given conclusive effect regardless of such subsequent developments.

Completion Guaranty. Each Guarantor hereby covenants and agrees solidarily to guaranty any Loan proceeds advanced during the construction of the Project, and each Guarantor absolutely, unconditionally, and irrevocably guarantees: (a) the full, complete and punctual completion of the Project free of any claim from mechanics’, materialmen’s or any other liens, and in accordance with (1) all applicable laws, (2) substantially in accordance with the plans and specifications, and (3) the time periods and other requirements set forth in the Loan Documents, including, without limitation, the following: i. (i) To perform, complete and pay for (or cause to be performed, completed and paid for) the construction of the Project and to pay all costs of said construction (including any and all cost overruns) and all other costs associated with the construction of the Project (including, without limitation, the costs of any architects’ and engineers’ fees), if Borrower shall fail to perform, complete or pay for such work; (ii. ) If any mechanics’ or materialmen’s liens should be filed, or should attach, with respect to the Project by reason of the construction of the Project, to immediately cause the removal of such liens, or post security against the consequences of their possible foreclosure and procure an endorsement(s) to the title policy insuring the LHC against the consequences of the foreclosure or enforcement of such lien(s); (iii. ) If any conditional vendor’s liens or any liens, encumbrances or security interests whatsoever should be filed, or should attach, with respect to the personal property, fixtures, attachments and equipment delivered upon the Project and owned by ▇▇▇▇▇▇▇▇Borrower, attached to the Project or used in connection with the construction, to immediately cause the removal of such lien(s); and (iv. ) To pay the premiums for all policies of insurance required to be furnished by Borrower pursuant to the Loan Documents during the construction if such premiums are not paid by Borrower; and (b) the full and prompt payment of any Enforcement Costs (as hereinafter defined in SectionSection 4.2 hereof). All obligations described in subsections (a) and (b) of this Section 3.1 are referred to herein as the “Obligations.” Each Guarantor absolutely, unconditionally, and irrevocably agrees, on demand by LHC, to perform all the Obligations. Guarantor shall indemnify and hold LHC free and harmless from and against any and all loss, damage, cost, expense, injury, or liability LHC may suffer or incur in connection with the exercise of its rights under this Guaranty or the performance of the Obligations. Furthermore, LHC shall have no obligation to protect or insure any collateral for the Loan, nor shall LHC have any obligation to perfect its security interest in any collateral for the Loan. Guarantor shall pay on demand any amounts due to contractors, subcontractors, and material suppliers and for permits and licenses necessary or desirable in connection with the construction of the Project. No Guarantor’s obligations under this Guaranty shall be affected by any errors or omissions of the general contractor, architect, LHC, or its consultants, agents, or employees, or any subcontractor in the design, supervision, and performance of the work; it being understood that such risk is assumed by Guarantor. Neither the completion of the construction nor failure of such parties to complete the construction shall relieve any Guarantor of any liabilities hereunder; rather, such liability shall be continuing and may be enforced by LHC to the end that the construction shall be timely completed, lien-free, without loss, cost, expense, injury or liability of any kind to LHC. All of the remedies set forth herein and/or provided for in any of the Loan Documents or at law or equity shall be equally available to LHC, and the choice by LHC of one such alternative over another shall not be subject to question or challenge by any Guarantor or any other person, nor shall any such choice be asserted as a defense, set-off, or failure to mitigate damages in any action, proceeding, or counteraction by LHC to recover or seek any other remedy under this Guaranty, nor shall such choice preclude LHC from subsequently electing to exercise a different remedy. The parties have agreed to the alternative remedies provided herein in part because they recognize that the choice of remedies in the event of a default hereunder will necessarily be and should properly be a matter of good faith business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by LHC at the lowest cost to Borrower and/or Guarantor. It is the intention of the parties that such good faith choice by LHC be given conclusive effect regardless of such subsequent developments.

Completion Guaranty. Each Guarantor hereby covenants absolutely, irrevocably and agrees solidarily unconditionally guarantees to guaranty any Loan proceeds advanced during Administrative Agent for the construction benefit of Lenders the payment and/or performance, as applicable, of the Project, and each Guarantor absolutely, unconditionally, and irrevocably guarantees: following: (athe “Guaranteed Obligations”): (1) the full, complete performance and punctual completion of the Project free Restoration of any claim from mechanics’the Property, materialmen’s or any other lienswhich such work shall be completed, and in all material respects, in accordance with (1x) all the applicable lawsterms and conditions of the Loan Agreement, (y) the plans, specifications and budget delivered to and, if applicable, approved by, Administrative Agent (the “Plans and Specifications”) and (z) applicable legal requirements (collectively, the “Work”); (2) substantially in accordance the payment of all costs associated with the plans and specifications, and (3) the time periods and other requirements set forth in the Loan DocumentsWork, including, without limitation, all building and project costs and other out-of-pocket expenses in connection with the following: i. To perform, complete and pay for (or cause to be performed, completed and paid for) the construction completion of the Project Work, as the same may become due and to pay payable; and (3) keeping the Property free and clear of all costs liens or claims of said construction (including any and all cost overruns) and all other costs associated liens arising or incurred in connection with the construction completion of the Project (includingWork, without limitation, the costs of and if any architects’ and engineers’ fees), if Borrower shall fail to perform, complete or pay for such work; ii. If any mechanics’ or materialmen’s liens should be filed, or should attach, with respect to the Project Property by reason of the construction carrying out of the ProjectWork, within forty-five (45) days after obtaining notice thereof (but in any event prior to immediately cause the date on which the Property or any part thereof or interest therein is or would be in imminent danger of being sold, forfeited, foreclosed, terminated, cancelled or lost), either (A) causing the removal of such liens, liens (which removal may be effectuated by bonding) or post security against the consequences of their possible foreclosure and procure (B) procuring an endorsement(s) endorsement to the title policy Title Policy issued with respect to the Property insuring the LHC Lenders against the consequences of the foreclosure or enforcement of such lien(s); iiiliens. If any conditional vendor’s liens or any liens, encumbrances or security interests whatsoever should be filed, or should attach, with respect Notwithstanding anything to the personal propertycontrary contained herein, fixturesGuarantor shall not be liable for (i) special, attachments and equipment delivered upon consequential or indirect or punitive damages, (ii) any lien or claim of lien arising from any portion of the Project and owned by ▇▇▇▇▇▇▇▇Work that was commenced unless such lien or claim of lien arises from any portion of the Improvements commenced at the direction of Borrower or its Affiliates, attached (iii) unless necessary in order to comply with any applicable law, any changes or modifications to the Project plans, specifications or used in connection with budget for the constructionapplicable Work, to immediately cause unless such change or modification is made by or at the removal direction of such lien(s); and Borrower or its Affiliates and/or (iv. To pay the premiums for all policies ) any gross negligence or willful misconduct of insurance required to be furnished by Borrower pursuant to the Loan Documents during the construction if such premiums are not paid by Borrower; and (b) the full and prompt payment of any Enforcement Costs (as hereinafter defined in SectionAdministrative Agent or Lenders.