THE ENVIRONMENTAL
INDEMNITY AGREEMENT, THE LIMITED GUARANTY, AND EACH AND EVERY OTHER LOAN
DOCUMENT AND ALL MODIFICATIONS, AMENDMENTS, SUPPLEMENTS, EXTENSIONS,
REPLACEMENTS OR RESTATEMENTS THEREOF OR THERETO.
2.
GUARANTY OF COMPLETION.
(A)
GUARANTOR HEREBY ABSOLUTELY, IRREVOCABLY, AND UNCONDITIONALLY
GUARANTEES, AS A PRINCIPAL OBLIGOR AND NOT AS A SURETY, TO LENDER (COLLECTIVELY,
THE "GUARANTEED OBLIGATIONS"): (1) THE PAYMENT OF ALL COSTS AND THE PERFORMANCE
OF THE COMPLETION OF THE PROJECT FREE AND CLEAR OF ALL CLAIMS FOR MECHANIC'S AND
MATERIALMEN'S LIENS AND IN ACCORDANCE WITH:
(I) ALL APPLICABLE LAWS, (II) THE
PROJECT BUDGET, (III) THE CONSTRUCTION DOCUMENTS, (IV) THE PROJECT SCHEDULE AND
(IV) AND THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT (WHETHER BEFORE OR AFTER
ANY FORECLOSURE OR DEED-IN-LIEU THEREOF AND WHETHER EXECUTED BY BORROWER, LENDER
OR A RECEIVER); (2) TO PAY ALL AMOUNTS REQUIRED TO MAINTAIN THE LOAN IN BALANCE
THROUGH THE COMPLETION OF THE PROJECT, AS REQUIRED PURSUANT TO THE TERMS OF THE
LOAN AGREEMENT, INCLUDING AMOUNTS TO PAY INTEREST AT THE INTEREST RATE OR
DEFAULT RATE (EACH AS DEFINED IN THE NOTE), AS APPLICABLE; (3) TO PAY ALL
ENFORCEMENT COSTS (AS HEREINAFTER DEFINED); AND (4) THE PAYMENT OF ALL LOSSES,
COSTS, EXPENSES, LIABILITIES AND DAMAGES INCURRED BY LENDER ARISING FROM ANY
FAILURE OF GUARANTOR TO COMPLETE THE PROJECT IN ACCORDANCE WITH CLAUSE (1)
ABOVE.
GUARANTOR HEREBY EXPRESSLY ACKNOWLEDGES THAT AFTER THE DATE HEREOF THE
PROJECT BUDGET MAY BE MODIFIED, AMENDED, AND SUPPLEMENTED IN ACCORDANCE WITH THE
TERMS OF THE LOAN AGREEMENT IN MATERIAL RESPECTS WITHOUT NOTICE TO OR THE
APPROVAL OF GUARANTOR AND GUARANTOR HEREBY EXPRESSLY WAIVES SUCH NOTICE AND
OPPORTUNITY TO APPROVE.
THE GUARANTEED OBLIGATIONS SHALL INCLUDE ALL
AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS TO THE PROJECT BUDGET, THE PROJECT
SCHEDULE AND THE CONSTRUCTION DOCUMENTS, WHETHER OR NOT MADE WITH GUARANTOR'S
KNOWLEDGE OR CONSENT.
(B)
IN THE EVENT THAT:
(I)
BORROWER FAILS TO PROCEED DILIGENTLY AND MAKE REGULAR PROGRESS
TOWARD COMPLETION OF THE PROJECT, AS DETERMINED BY LENDER IN ITS REASONABLE
DETERMINATION;
2
(II)
IN LENDER'S REASONABLE DETERMINATION, BORROWER IS LIKELY TO BE
UNABLE TO COMPLETE THE PROJECT FREE OF MECHANIC'S AND MATERIALMEN'S LIENS AND
CLAIMS THEREFOR, IN COMPLIANCE AND IN ACCORDANCE WITH ALL LAWS AND PERMITS, THE
PROJECT BUDGET, AND THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT THAT PERTAIN
TO THE CONSTRUCTION OF THE PROJECT;
(III)
LENDER, ITS AGENTS OR A RECEIVER TAKES POSSESSION OF THE PROJECT
PRIOR TO THE COMPLETION OF CONSTRUCTION THEREOF BY REASON OF ANY EVENT OF
DEFAULT UNDER THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT;
(IV)
THERE IS A WRITTEN DISAPPROVAL BY LENDER AT ANY TIME OF ANY
CONSTRUCTION AT THE PROJECT FOR FAILURE TO COMPLY WITH THE LOAN AGREEMENT, AND
BORROWER FAILS TO CAUSE THE SAME TO BE CORRECTED TO THE REASONABLE SATISFACTION
OF LENDER IN ACCORDANCE WITH THE PROVISIONS OF THE LOAN AGREEMENT;
(V)
AN EVENT OF DEFAULT SHALL OCCUR UNDER THE LOAN AGREEMENT OR ANY
OTHER LOAN DOCUMENT; OR
(VI)
THE LOAN IS NOT IN BALANCE AND THE LOAN IS NOT MADE TO BE IN
BALANCE IN ACCORDANCE