LIMITED GUARANTY, OR THE OTHER LOAN DOCUMENTS, AND ALL OF THE COVENANTS,
AGREEMENTS AND OBLIGATIONS OF GUARANTOR HEREUNDER SHALL EXTEND TO AND BE BINDING
UPON AND ENFORCEABLE AGAINST GUARANTOR AND THE HEIRS, ADMINISTRATORS, LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF GUARANTOR.
THIS COMPLETION GUARANTY
AND THE
12
OBLIGATIONS HEREUNDER SHALL NOT BE DISCHARGED, AFFECTED, OR IMPAIRED, IN WHOLE
OR IN PART, UPON THE BANKRUPTCY, INSOLVENCY OR DEATH OF GUARANTOR.
16.
FURTHER ASSURANCES; REPRESENTATION BY COUNSEL.
(A)
GUARANTOR FURTHER COVENANTS AND AGREES THAT GUARANTOR SHALL AT ANY
TIME AND FROM TIME TO TIME, UPON THE REASONABLE REQUEST OF LENDER, TAKE, OR
CAUSE TO BE TAKEN, ANY ACTION AND EXECUTE AND DELIVER ANY FURTHER DOCUMENTS
WHICH, IN THE REASONABLE OPINION OF LENDER, MAY BE NECESSARY, REQUIRED OR
DESIRABLE IN ORDER TO CARRY OUT THE INTENT AND PURPOSES OF THIS COMPLETION
GUARANTY.
(B)
GUARANTOR HEREBY REPRESENTS AND WARRANTS THAT IT HAS CONSULTED AND
CONFERRED WITH COMPETENT LEGAL COUNSEL OF ITS CHOICE BEFORE EXECUTING THIS
COMPLETION GUARANTY, THE ENVIRONMENTAL INDEMNITY AGREEMENT, THE LIMITED
GUARANTY, AND ALL OTHER LOAN DOCUMENTS.
GUARANTOR FURTHER REPRESENTS AND
WARRANTS THAT IT HAS READ AND UNDERSTOOD THE TERMS OF THIS COMPLETION GUARANTY
AND INTENDS TO BE BOUND HEREBY.
IN THE EVENT OF AN AMBIGUITY OR CONFLICT IN THE
TERMS HEREOF, THE RULE OF CONSTRUCTION REQUIRING RESOLUTION AGAINST THE DRAFTER
OF THE DOCUMENT SHALL NOT BE APPLIED.
17.
NOTICES.
ANY AND ALL NOTICES GIVEN IN CONNECTION WITH THIS
COMPLETION GUARANTY SHALL BE DEEMED ADEQUATELY GIVEN ONLY IF IN WRITING AND
ADDRESSED TO THE PARTY FOR WHOM SUCH NOTICES ARE INTENDED AT THE ADDRESS SET
FORTH BELOW.
ALL NOTICES SHALL BE DELIVERED IN ACCORDANCE WITH THE NOTICE
PROVISIONS OF THE LOAN AGREEMENT.
ANY AND ALL NOTICES REFERRED TO IN THIS
COMPLETION GUARANTY, OR WHICH EITHER PARTY DESIRES TO GIVE TO THE OTHER, SHALL
BE ADDRESSED AS FOLLOWS:
To Guarantor:
Comstock Homebuilding Companies, Inc.
11465 Sunset Hills Road
Suite 510
Reston, Virginia
20190
Attention:
Christopher Clemente
Telecopy Number:
(703) 760-1520
with a copy to:
Bankert & Associates, P.C.
3025 Hamaker Court
Suite 501
Fairfax, Virginia
22031
Attention:
Joseph E. Bankert, Esq.
Telecopy Number:
(703) 876-4628
To Lender:
Corus Bank, N.A.
3959 N. Lincoln Avenue
Chicago, IL 60613
Attn:
David Krischke, Assistant Vice President
Telecopy Number:
(773) 832-3553
13
with a copy to:
Corus Bank, N.A.
3959 N. Lincoln Avenue
Chicago, IL 60613
Attn:
Joel Solomon, General Counsel
Telecopy Number:
(773) 832-3536
with a copy to:
Sidley Austin Brown & Wood LLP
1501 K Street, N.W.
Washington, D.C.
20005
Attn:
Andrea J. Cummings, Esq.
Telecopy Number:
(202) 736-8711
Any party hereto may, by notice given hereunder, designate any further or
different addresses to which subsequent notices, certificates or other
communications shall be sent.
18.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
IN ADDITION TO AND
INDEPENDENT OF ANY OTHER OBLIGATION OR LIABILITY UNDER THIS COMPLETION GUARANTY,
GUARANTOR HEREBY REPRESENTS AND WARRANTS TO LENDER AS FOLLOWS:
(A)
EXECUTION AND BINDING EFFECT.
THIS COMPLETION GUARANTY, THE
ENVIRONMENTAL INDEMNITY AGREEMENT, THE LIMITED GUARANTY, AND EACH OTHER LOAN
DOCUMENT TO