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e~~ vai F9 il6f~?491~ OFk ?94~i u43 architect's and/or engineer's contracts, all other construction contracts and all subcontracts, and amounts payable to the general contractor and all azchitects, engineers and other consultants engaged in the construction of the Hotel and all other improvements for which Hammons is responsible under the Transaction Documents; (iii) Promptly pay in full and discharge all ad valorem and other taxes for which Hammons is responsible prior to the day upon which the same shall become delinquent; (iv) Pay, at or before the times required by the Agreement, the premiums on all policies of insurance required to be maintained under the terms of the Agreement; and (v) Duly and punctually perform and observe all other terms, covenants and conditions of the Agreement and all of the other Transaction Documents. For purposes of this Guazanty, completion of construction of any improvement shall be deemed to occur only at such time as all of the conditions and obligations of the Agreement shall have been completely satisfied with respect to the construction of same, including the issuance of such final certificates of occupancy or their equivalent as the Agreement may require. The foregoing obligations guaranteed under this Section 2(a) aze defined as the "Guaranteed Performance Obligations." The Guazanteed Performance Obligations aze included as part of the Guazanteed Obligations for all purposes of this Guaranty. (b) If the Guazanteed Performance Obligations are not timely performed in accordance with the Agreement, and where applicable, in accordance with the Approved Plans, or are not free of liens, encumbrances, claims and demands upon the completion thereof of any Person(s) furnishing materials, labor or services for or in connection with the construction thereof or the equipping or completion thereof, in addition to City's other rights and remedies under the Transaction Documents, City may elect, in its sole and absolute discretion, to: (i) Require Guarantor to complete the construction of any improvements which Hammons is required to construct under the Transaction Documents in accordance with the Transaction Documents and the Project Schedule set forth in the Agreement for same, and substantially in accordance with the Approved Plans for same, if applicable; or (ii) Cause the completion of the construction of the Hotel and/or the other improvements for which Hammons is responsible under the Agreement or other Transaction Documents to be accomplished by or through any agent, contractor, subcontractor or third party of City's selection. In either case as described above, Guazantor will fully indemnify and hold harmless City for, from and against all loss, cost, damage, expense or liability that City may suffer in respect of City's exercise of its rights under this Guaranty, the performance of the Guaranteed Performance Obligations and the completion of the construction of the Hotel or other improvements as required pursuant to the Agreement or other Transaction Documents except to the extent that the same may result from the willful misconduct or gross negligence of City or any of its employees or agents. Also in either case, if City in accordance with the applicable provisions of the Agreement or other Transaction Documents shall (A) cause any construction, renovation or F-3 803273.4