Common use of Completion Guaranty Clause in Contracts

Completion Guaranty. (a) Guarantor hereby unconditionally and irrevocably guarantees to Lender the full performance and completion of the PIP Work on or before the Outside Date (as defined in the Loan Agreement), including, without limitation, that the PIP Work be constructed, performed and completed in accordance with the terms and conditions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument and the other Loan Documents, free and clear from all defects and liens and in compliance with all applicable laws (collectively, the “Guaranteed Obligations”). (b) If any of the obligations of Borrower or the Borrower Parties with respect to the performance and completion of the PIP Work are not complied with, in any respect whatsoever, and without the necessity of any notice from Lender to Guarantor, Guarantor agrees to (i) assume all responsibility for the performance and completion of the PIP Work and, at Guarantor’s own cost and expense, cause the PIP Work to be fully performed and completed in accordance with the terms and conditions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument, the other Loan Documents, and this Agreement, and in compliance with all applicable laws; (ii) pay all bills incurred by Borrower or any Borrower Party in connection with the performance and completion of the PIP Work, including without limitation, all permitting fees, licensing fees, amounts payable under any general construction contract and all subcontracts, and amounts payable to all architects, engineers and other consultants engaged in connection with the construction, performance and completion of the PIP Work; (iii) cure any default or Event of Default under [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument and the other Loan Documents relating to the PIP Work including, without limitation, causing any liens, claims or encumbrances relating to the PIP Work to be removed and thereafter keeping the Property free and clear from all liens and encumbrances that may be filed or asserted against the Property for furnishing materials and/or performing work or labor thereon relating to the PIP Work; and (iv) indemnify and hold Lender harmless from any and all loss, cost, liability or expense that Lender may suffer by any reason of any such non-compliance relating to the PIP Work; and (v) fully furnish the Property with all furniture, fixtures and equipment necessary for the completion of the PIP Work in accordance with the terms and conditions of the Property Improvement Plan and the Franchise Agreement.) (c) Guarantor’s liability hereunder is direct and unconditional and may be enforced without requiring Lender first to resort to any other right, remedy or security. This Agreement is, and shall be as to Guarantor continuing, and shall not terminate unless and until the Guaranteed Obligations have been fulfilled or the Loan shall have been paid in full or otherwise discharged, whichever shall first occur.

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) Guarantor hereby unconditionally the full, complete and irrevocably guarantees to Lender the full performance and punctual completion of the PIP Work on Project free of any claim from mechanics’, materialmen’s or before any other liens, and in accordance with (1) all applicable laws, (2) substantially in accordance with the Outside Date plans and specifications, and (as defined 3) the time periods and other requirements set forth in the Loan Agreement)Documents, including, without limitation, that the PIP Work following: i. To perform, complete and pay for (or cause to be constructedperformed, performed completed and completed in accordance 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 terms and conditions construction of the Property Improvement PlanProject (including, [Franchise Agreement] [Management Agreement]without limitation, the Loan Agreementcosts of any architects’ and engineers’ fees), the Security Instrument and the other Loan Documentsif Borrower shall fail to perform, free and clear from all defects and liens and in compliance with all applicable laws (collectively, the “Guaranteed Obligations”).complete or pay for such work; (b) ii. If any of the obligations of Borrower mechanics’ or the Borrower Parties materialmen’s liens should be filed, or should attach, with respect to the performance and completion Project by reason of the PIP Work are not complied with, in any respect whatsoever, and without the necessity of any notice from Lender to Guarantor, Guarantor agrees to (i) assume all responsibility for the performance and completion construction of the PIP Work andProject, at Guarantor’s own cost and expense, to immediately cause the PIP Work removal of such liens, or post security against the consequences of their possible foreclosure and procure an endorsement(s) to be fully performed and completed in accordance with the terms and conditions title policy insuring the LHC against the consequences of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument, the other Loan Documents, and this Agreement, and in compliance with all applicable laws; (ii) pay all bills incurred by Borrower foreclosure or enforcement of such lien(s); iii. If any conditional vendor’s liens or any Borrower Party in connection liens, encumbrances or security interests whatsoever should be filed, or should attach, with respect to the performance personal property, fixtures, attachments and completion of equipment delivered upon the PIP WorkProject and owned by Borrower, including without limitation, all permitting fees, licensing fees, amounts payable under any general construction contract and all subcontracts, and amounts payable attached to all architects, engineers and other consultants engaged the Project or used in connection with the construction, performance and completion to immediately cause the removal of such lien(s); and iv. To pay the PIP Work; (iii) cure any default or Event premiums for all policies of Default under [Franchise Agreement] [Management Agreement], insurance required to be furnished by Borrower pursuant to the Loan Agreement, Documents during the Security Instrument construction if such premiums are not paid by Borrower; and (b) the full and the other Loan Documents relating to the PIP Work including, without limitation, causing any liens, claims or encumbrances relating to the PIP Work to be removed and thereafter keeping the Property free and clear from all liens and encumbrances that may be filed or asserted against the Property for furnishing materials and/or performing work or labor thereon relating to the PIP Work; and (iv) indemnify and hold Lender harmless from any and all loss, cost, liability or expense that Lender may suffer by any reason prompt payment of any such non-compliance relating to the PIP Work; and Enforcement Costs (v) fully furnish the Property with all furniture, fixtures and equipment necessary for the completion of the PIP Work as hereinafter defined in accordance with the terms and conditions of the Property Improvement Plan and the Franchise Agreement.) (c) Guarantor’s liability hereunder is direct and unconditional and may be enforced without requiring Lender first to resort to any other right, remedy or security. This Agreement is, and shall be as to Guarantor continuing, and shall not terminate unless and until the Guaranteed Obligations have been fulfilled or the Loan shall have been paid in full or otherwise discharged, whichever shall first occur.Section

Completion Guaranty. (a) Guarantor hereby unconditionally and irrevocably guarantees to Lender guarantees: (i) the full performance and lien-free completion of the PIP Work (1) on the Project substantially in accordance with the Final Plans and Specifications therefor; and (2) on or before the Outside Date completion date set forth in the Construction Schedule for the Project; (ii) the payment of all Cost Overruns (subject to the limitations set forth in Section 2.2 of the Agreement) and (iii) payment to Owner of all costs incurred by Owner as a result of Development Manager’s breach of the Agreement (including but not limited to costs incurred by Owner as a result of Development Manager’s negligent acts or omissions) (collectively the “Guaranteed Liabilities”). For purposes hereof, Cost Overruns shall not include costs incurred due to subsurface conditions at the Property of an unusual nature, unusually severe weather conditions, labor disputes (unless resulting from company-wide labor difficulties specific to Guarantor and its affiliates), unavailability of materials or labor (unless resulting from Guarantor’s lack of reasonable diligence in ordering or procuring same), war, terrorism or acts of God, or other matters beyond the reasonable control of Guarantor (“Force Majeure”) (b) Guarantor further agrees to pay all expenses legal and/or otherwise (including but not limited to court costs and reasonable attorneys’ fees and expenses), paid or incurred by Owner in endeavoring to collect the Guaranteed Liabilities, or any part hereof, or in enforcing this Guaranty or in defending any suit based on any act of commission or omission of Owner with respect to this Guaranty or in connection with any Recovery Claim (as defined hereinbelow defined) (the “Enforcement Costs”). The Guaranteed Liabilities and the Enforcement Costs are collectively referred to as the “Guaranteed Obligations.” (c) Notwithstanding Section 1(a) above, Guarantor’s obligation to perform the Guaranteed Obligations is subject to Force Majeure and is conditioned on Owner advancing or causing to be advanced on a monthly or other basis as required under the general construction contract or the Development Management Agreement: (i) all Project Costs as set forth in the Loan Project Budget, and (ii) all increases in the Project Costs resulting from (A) change orders or other changes in the Work initiated or approved by Owner (other than change orders approved by Owner, where such change orders are intended to cure a breach by Guarantor of its obligations under the Development Management Agreement), including(B) any breach by Owner of its obligations under the Development Management Agreement or general construction contract or other actions of Owner that result in increased costs of the Work or delays in completion thereof, without limitationand (C) Force Majeure; provided that so long as Liberty Washington Venture, that LLC (“General Partner”) is the PIP Work be constructedgeneral partner of Liberty Washington, performed LP (the “Joint Venture”), the failure of General Partner to fund its share of the amounts described in clauses (i) and completed (ii) above (in accordance with the terms and conditions provisions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument and the other Loan Documents, free and clear from all defects and liens and in compliance with all applicable laws (collectively, the “Guaranteed Obligations”). (bJoint Venture’s partnership agreement) If any of the obligations of Borrower or the Borrower Parties with respect to the performance and completion of the PIP Work are not complied with, in any respect whatsoever, and without the necessity of any notice from Lender to Guarantor, Guarantor agrees to (i) assume all responsibility for the performance and completion of the PIP Work and, at Guarantor’s own cost and expense, cause the PIP Work to be fully performed and completed in accordance with the terms and conditions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument, the other Loan Documents, and this Agreement, and in compliance with all applicable laws; (ii) pay all bills incurred by Borrower or any Borrower Party in connection with the performance and completion of the PIP Work, including without limitation, all permitting fees, licensing fees, amounts payable under any general construction contract and all subcontracts, and amounts payable to all architects, engineers and other consultants engaged in connection with the construction, performance and completion of the PIP Work; (iii) cure any default or Event of Default under [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument and the other Loan Documents relating to the PIP Work including, without limitation, causing any liens, claims or encumbrances relating to the PIP Work to be removed and thereafter keeping the Property free and clear from all liens and encumbrances that may be filed or asserted against the Property for furnishing materials and/or performing work or labor thereon relating to the PIP Work; and (iv) indemnify and hold Lender harmless from any and all loss, cost, liability or expense that Lender may suffer by any reason of any such non-compliance relating to the PIP Work; and (v) fully furnish the Property with all furniture, fixtures and equipment necessary for the completion of the PIP Work in accordance with the terms and conditions of the Property Improvement Plan and the Franchise Agreement.) (c) Guarantor’s liability hereunder is direct and unconditional and may be enforced without requiring Lender first to resort to any other right, remedy or security. This Agreement is, and shall be as to Guarantor continuing, and shall not terminate unless and until the Guaranteed Obligations have been fulfilled or the Loan shall have been paid in full or otherwise discharged, whichever shall first occurrelieve Guarantor of its obligations under this Guaranty.

Completion Guaranty. (a) Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to Agent and Lenders (each a “Lender Party”, and collectively, the full performance and completion “Lender Parties”), that Borrower shall complete each of the Phase Zero Renovation Project and the PIP Work on or before Project, in each case, through Substantial Completion in a good and workmanlike manner and in strict 49303606 accordance with the Outside Date (as defined in terms of the Loan AgreementAgreement and the other Loan Documents (the “Required Work”). Furthermore, includingGuarantor shall: (i) perform, without limitationconstruct, that erect, install and fully complete, or cause to be performed, constructed, erected, installed and fully completed, the Phase Zero Renovation Project and the PIP Work be constructedProject, performed and completed in each case, in accordance with the terms and conditions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument Documents and the other Loan DocumentsLegal Requirements, free and clear from of any and all defects and liens and in compliance with all applicable laws Liens (other than the Loan Documents or other Liens expressly permitted therein) (collectively, the “Guaranteed ObligationsWork”). (b) If any , with Substantial Completion occurring on or before the applicable date set forth in the definition of “Major Milestones” in the Loan Agreement, as the same may be extended by reason of Force Majeure, and in all events with time being of the obligations essence. Without limiting the generality of Borrower or the Borrower Parties foregoing, Guarantor guarantees that with respect to such Guaranteed Work: (A) the Guaranteed Work shall be performed and completed in accordance with the Loan Documents without deviation therefrom unless approved by Agent in writing; and (B) all costs and expenses of performing the Guaranteed Work, shall be paid as and when due, including without limitation, all claims and demands for labor, materials, tools, equipment, supplies and/or services incurred or used to construct and complete the Guaranteed Work; (ii) cause the Mortgaged Property at all times to be free and clear of any Liens (other than Permitted Encumbrances) of any nature connected with or arising from the performance and completion of the PIP Work are not complied withGuaranteed Work, whether equal or prior in any respect whatsoeverlien or other priority or subordinate to the lien of the Mortgage, and fully reimburse the Lender Parties for any and all sums expended or incurred by any Lender Party to pay or discharge any such Liens entered or filed against the Mortgaged Property, including, without the necessity of limitation, any notice from and all out-of-pocket costs, damages, expenses and reasonable attorneys’ fees that any Lender to Guarantor, Guarantor agrees to Party may suffer or incur by reason thereof; (iiii) assume fully reimburse Lender Parties for any and all responsibility amounts expended or incurred by any Lender Party for or toward the performance and completion of the PIP Guaranteed Work and, at Guarantor’s own cost as a result of the failure by Borrower or Guarantor to prosecute the Guaranteed Work diligently and expense, cause complete the PIP Work to be fully performed and completed same in accordance with the terms and conditions of the Property Improvement PlanLoan Documents; and (iv) fully indemnify, [Franchise Agreement] [Management Agreement]defend and hold Lender Parties harmless from and against any and all out-of-pocket costs, claims, actions, causes of action, losses, liabilities or expenses, including, without limitation, reasonable attorney’s fees and court costs and damages (excluding special, punitive and consequential damages; provided that none of the foregoing shall be excluded to the extent that such damages are actually paid or payable to a third party by Lender or are costs and expenses actually incurred by ▇▇▇▇▇▇ in defending claims relating to any special, punitive or other consequential damages) related to or resulting or arising from any failure by Borrower or Guarantor to fully perform and complete the Guaranteed Work as and when required under the Loan AgreementDocuments. (b) Guarantor, hereby absolutely and unconditionally guarantees to Agent and Lender payment of any amount required to be funded by (i) Borrower to the Security Instrument, the other Loan DocumentsRenovation/PIP 49303606 Costs Rebalancing Reserve Sub-Account, and this Agreement, and in compliance with all applicable laws; (ii) pay all bills incurred by Borrower or any Borrower Party Sheraton Hotel Manager of the Key Money set forth in connection the Hotel Management Agreement, in each case, in accordance with the performance and completion Loan Agreement (regardless of whether the Maturity Date has occurred or there has been an acceleration of the Loan) and payment of any Renovation/PIP Work, including without limitation, all permitting fees, licensing fees, amounts Costs Shortfall amount due and payable under any general construction contract and all subcontracts, and amounts payable to all architects, engineers and other consultants engaged in connection with the construction, performance and completion Loan Agreement (regardless of whether the Maturity Date has occurred or there has been an acceleration of the PIP Work; (iii) cure any default Loan), and, for the avoidance of doubt, neither Agent nor ▇▇▇▇▇▇ shall be required to demonstrate a loss or Event of Default other impairment under [Franchise Agreement] [Management Agreement], the Loan Agreementin order to enforce the obligation in this clause (b). (c) If Guarantor undertakes to complete the Guaranteed Work as provided above, Guarantor shall comply with all of the Security Instrument requirements of the Loan Documents relating to the Guaranteed Work. (d) If Agent (on behalf of Lenders) exercises its right under the Loan Agreement and the other Loan Documents relating to the PIP Work including, without limitation, causing any liens, claims or encumbrances relating to the PIP Work to be removed and thereafter keeping the Property free and clear from all liens and encumbrances that may be filed or asserted against the Property for furnishing materials and/or performing work or labor thereon relating to the PIP Work; and (iv) indemnify and hold Lender harmless from any and all loss, cost, liability or expense that Lender may suffer by any reason of any such non-compliance relating to the PIP Work; and (v) fully furnish the Property with all furniture, fixtures and equipment necessary for the completion take possession of the PIP Mortgaged Property and complete the Guaranteed Work in accordance with or otherwise restrict Guarantor’s right to complete the terms and conditions of Guaranteed Work, Guarantor shall not have the Property Improvement Plan and right to complete the Franchise Guaranteed Work, but shall remain liable for all other obligations under this Agreement.) (ce) Guarantor’s liability hereunder is direct The payment, compliance and unconditional and may be enforced without requiring Lender first performance obligations guaranteed by Guarantor pursuant to resort this Section are hereinafter collectively referred to any other right, remedy or security. This Agreement is, and shall be as to Guarantor continuing, and shall not terminate unless and until the “Guaranteed Obligations have been fulfilled or the Loan shall have been paid in full or otherwise discharged, whichever shall first occurObligations”.

Completion Guaranty. (a) Guarantor hereby unconditionally Subject to Manager receiving all fees and compensation to which Manager is entitled hereunder, Manager absolutely, unconditionally, and irrevocably guarantees to Lender the full following obligations (the "Completion Guaranty"): the full, complete and punctual performance and completion of all of the PIP obligations, duties, covenants and agreements with respect to the construction of the Basic Center and the Site Improvement Work (the "Construction") including, but not limited to, the acquisition and installation of all fixtures and equipment indicated on the Plans or provided for in the Development Budget, free of any claim for mechanics', materialmen's or any other liens (other than liens created by the Loan Documents and other liens expressly permitted under the Loan Documents) on or before the Outside Date Substantial Completion Date, which, for purposes herein, means (as defined i) the substantial completion of the construction of the Basic Center in compliance with all applicable laws and the Plans, such compliance to be evidenced by a certificate of substantial completion on standard AIA form issued by the Architect (ii) the issuance of a temporary certificate of occupancy (allowing for a permanent certificate of occupancy to be issued subject only to the passage of time and/or any tenant work to be completed by the tenants) for the Basic Center (not including the Wal-Mart Building or other tenant acquired buildings, which are being constructed by the respective tenants) in form sufficient to allow the tenants of the Project to open for business once such tenants have completed their work and (iii) substantial completion in accordance with the time periods and other requirements set forth in the Loan Agreement)Wal-Mart SDA and all leases entered into respecting the Project and in the documents relating to the Construction for such completion, including, without limitation, that the PIP Work following: (A) the payment of all costs of said Construction and all other costs associated therewith in excess of all amounts to be constructed, performed and completed paid in accordance with the terms Development Budget (as same may be revised from time to time) and conditions the payment of any amounts to be funded by the Construction Loan and the Mezzanine Loan which are not funded solely due to the negligent acts or omissions of Manager; and the payment of all costs of the Property Site Improvement PlanWork, [Franchise Agreement] [Management Agreement]so long as Wal-Mart pays all amounts owed by Wal-Mart under the Wal-Mart SDA. (B) if any mechanics' or materialmen's liens should be filed, or should attach, with respect to the Premises by reason of the Construction, the Loan Agreementimmediate removal of such liens, subject to the Security Instrument and the other Loan Documents, free or the posting of security against the consequences of their possible foreclosure and clear from all defects and liens and in compliance with all applicable laws (collectively, the “Guaranteed Obligations”procurement of endorsements to the title policy insuring the Construction Lender against the consequences of the foreclosure or enforcement of such lien(s). (bC) If if any of the obligations of Borrower chattel mortgages, conditional vendor's liens or the Borrower Parties any liens, encumbrances or security interests whatsoever should be filed, or should attach, with respect to any personal property, fixtures, attachments and equipment delivered upon the performance and completion of Premises, attached to the PIP Work are not complied with, in any respect whatsoever, and without the necessity of any notice from Lender to Guarantor, Guarantor agrees to (i) assume all responsibility for the performance and completion of the PIP Work and, at Guarantor’s own cost and expense, cause the PIP Work to be fully performed and completed in accordance with the terms and conditions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument, the other Loan Documents, and this Agreement, and in compliance with all applicable laws; (ii) pay all bills incurred by Borrower Premises or any Borrower Party used in connection with the performance Construction, the immediate removal of such lien(s), subject to the posting of security against the consequences of their possible foreclosure and completion the procurement of endorsements to the title policies insuring the Construction Lender against the consequences of the PIP Workforeclosure or enforcement of such lien(s) except to the extent such liens, including without limitation, all permitting fees, licensing fees, amounts payable under any general construction contract encumbrances or security interests secure equipment and all subcontracts, and amounts payable personal property leases are permitted pursuant to all architects, engineers and other consultants engaged in connection with the construction, performance and completion Loan Documents; (D) the payment of the PIP Work; premiums for all policies of insurance (iiior endorsements to such policies) cure any default or Event of Default under [Franchise Agreement] [Management Agreement], required to be furnished by Manager pursuant to the Loan AgreementDocuments or this Agreement during the Construction, if such premiums are not set forth in the Security Instrument and the other Loan Documents relating to the PIP Work including, without limitation, causing any liens, claims Development Budget or encumbrances relating to the PIP Work to be removed and thereafter keeping the Property free and clear from all liens and encumbrances that may be filed or asserted against the Property for furnishing materials and/or performing work or labor thereon relating to the PIP Work; and (iv) indemnify and hold Lender harmless from any and all loss, cost, liability or expense that Lender may suffer by any reason of any such non-compliance relating to the PIP Work; and (v) fully furnish the Property with all furniture, fixtures and equipment necessary operating budget for the completion of the PIP Work in accordance with the terms and conditions of the Property Improvement Plan and the Franchise AgreementProject or as provided herein.) (c) Guarantor’s liability hereunder is direct and unconditional and may be enforced without requiring Lender first to resort to any other right, remedy or security. This Agreement is, and shall be as to Guarantor continuing, and shall not terminate unless and until the Guaranteed Obligations have been fulfilled or the Loan shall have been paid in full or otherwise discharged, whichever shall first occur.

Completion Guaranty. Subject to the limitations set forth in Section 3, Completion Guarantor hereby guarantees and agrees as follows: (a) Completion Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees to Lender the full performance and completion Beneficiaries that: (i) Completion Guarantor shall cause Borrower to Complete the construction of the PIP Work on or before Proposed Expansion not later than the Outside Completion Date and, during the pendency of any Force Majeure Event, shall use its best efforts to remove and ameliorate the circumstances giving rise to the Force Majeure Event (as defined PROVIDED that, to the extent that the Proposed Expansion is otherwise Complete Completion Guarantor shall not be deemed in default of this clause (i) by reason of his inability to demonstrate the absence of prohibited Liens for 120 days, provided that no such Liens are of record); and (ii) Completion Guarantor shall cause the Completion of the Proposed Expansion for an aggregate cost which is not in excess of that set forth in the Loan Agreement), including, without limitation, that Budget PLUS the PIP Work be constructed, performed and completed amount of any Capital Contributions actually made by Completion Guarantor in accordance with the terms and conditions of the Property Improvement Plan, [Franchise this Agreement] [Management Agreement], the Loan Agreement, the Security Instrument and the other Loan Documents, free and clear from all defects and liens and in compliance with all applicable laws (collectively, the “Guaranteed Obligations”). (b) If any In the event that the Proposed Expansion is otherwise Complete, but has been Completed for a cost which is in excess of the obligations of Borrower or aggregate cost set forth in the Borrower Parties with respect to the performance Budget, then Completion Guarantor shall promptly, and completion of the PIP Work are not complied with, in any respect whatsoeverevent within five days following a request by either Beneficiary, and without the necessity of any notice from Lender to Guarantor, Guarantor agrees to purchase either (i) assume all responsibility for preferred stock of Borrower having the performance and completion of the PIP Work andcharacteristics described on Exhibit D hereto, at Guarantor’s own cost and expense, cause the PIP Work to be fully performed and completed in accordance with the terms and conditions of the Property Improvement Plan, [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument, the other Loan Documents, and this Agreement, and in compliance with all applicable laws; or (ii) pay all bills junior subordinated Indebtedness of Borrower of the type described in Section 6.10(g) of the Loan Agreement and having the characteristics described on Exhibit D hereto, PROVIDED that such Indebtedness may be incurred by Borrower or any only if Borrower Party in connection with is unable to obtain approval from the performance and completion appropriate Gaming Authorities for the issuance of the PIP Workpreferred stock contemplated by clause (i), including without limitationin each case in an amount which is equal to such excess (the "Capital Contributions"), or (ii) reimburse either Beneficiary (or pay third parties designated by the Beneficiaries directly), at such Beneficiary's discretion, for all permitting feescosts of third parties actually incurred which are required to be paid for by the Completion Guarantor hereunder (and, licensing feesin the case of any such reimbursement, amounts payable under any general construction contract Completion Guarantor shall be deemed to have made a Capital Contribution in an amount equal to the reimbursed amount). (c) Completion Guarantor shall, within 90 days following the Completion Date, cause Commonwealth Land Title Company (or its successors) to issue an endorsement reasonably acceptable to the Administrative Agent assuring the absence of all materialmens', contractors, and all subcontractsother Liens other than those set forth on Schedule B to the Title Policy as of the date hereof, and amounts payable to all architects, engineers Permitted Encumbrances and other consultants engaged Liens permitted under the Indenture which are approved in connection with writing by the construction, performance and completion of Administrative Agent in its sole discretion. (d) Completion Guarantor shall indemnify the PIP Work; (iii) cure any default or Event of Default under [Franchise Agreement] [Management Agreement], the Loan Agreement, the Security Instrument and the other Loan Documents relating to the PIP Work including, without limitation, causing any liens, claims or encumbrances relating to the PIP Work to be removed and thereafter keeping the Property free and clear from all liens and encumbrances that may be filed or asserted against the Property for furnishing materials and/or performing work or labor thereon relating to the PIP Work; and (iv) indemnify and hold Lender harmless Beneficiaries from any and all loss, cost, liability damage or expense that Lender (including reasonable attorneys fees) which may suffer be caused by any reason its failure to perform its obligations under this Section 2 or the other provisions of any such non-compliance relating to the PIP Work; and (v) fully furnish the Property with all furniture, fixtures and equipment necessary for the completion of the PIP Work in accordance with the terms and conditions of the Property Improvement Plan and the Franchise this Agreement.) (c) Guarantor’s liability hereunder is direct and unconditional and may be enforced without requiring Lender first to resort to any other right, remedy or security. This Agreement is, and shall be as to Guarantor continuing, and shall not terminate unless and until the Guaranteed Obligations have been fulfilled or the Loan shall have been paid in full or otherwise discharged, whichever shall first occur.