THE PROPERTY BY FORECLOSURE OR DEED IN LIEU THEREOF, THEN GUARANTOR SHALL PAY TO
LENDER, ON THE DATE SUCH PERSON ACQUIRES TITLE TO THE PROPERTY (THE "ACQUISITION
DATE"), ON DEMAND AN AMOUNT (THE "POST-ACQUISITION LIABILITY AMOUNT") EQUAL TO
THE DIFFERENCE BETWEEN: (A) THE THEN OUTSTANDING SECURED OBLIGATIONS AND (B) THE
NET PROCEEDS ACCEPTED BY LENDER, IN ITS REASONABLE DISCRETION, MINUS ACTUAL
(INCLUDING IN-HOUSE REASONABLE ATTORNEY FEES) COSTS TO FORECLOSE UPON THE
PROPERTY (EITHER THROUGH A DEED IN LIEU OF FORECLOSURE OR PURSUANT TO A SALE
OCCURRING AS PART OF A JUDICIAL OR NON-JUDICIAL FORECLOSURE) AS A RESULT OF SALE
OF THE PROPERTY: (1) TO A THIRD PARTY AFTER LENDER RECEIVES TITLE TO THE
PROPERTY FROM A DEED-IN-LIEU OF FORECLOSURE, (2) TO A THIRD PARTY PURSUANT TO A
SALE OCCURRING AS PART OF A JUDICIAL FORECLOSURE, OR (3) BASED ON LENDER'S BID
AT A JUDICIAL SALE. IF GUARANTOR FAILS TO PAY THE POST-ACQUISITION LIABILITY
AMOUNT IN FULL WITHIN TEN (10) BUSINESS DAYS AFTER DEMAND BY LENDER, GUARANTOR
SHALL PAY INTEREST AT THE DEFAULT RATE SET FORTH IN THE NOTE ON ANY UNPAID
PORTION OF THE POST-ACQUISITION LIABILITY AMOUNT BEGINNING FROM THE PERIOD
BEGINNING ON THE ACQUISITION DATE AND ENDING ON THE DATE OF GUARANTOR'S PAYMENT
THEREOF. PAYMENT OF THE POST-ACQUISITION LIABILITY AMOUNT WILL NOT AFFECT ANY
SURVIVING SECURED OBLIGATIONS OR GUARANTOR'S LIABILITY UNDER ANY OTHER LOAN
DOCUMENT. THE GUARANTEED OBLIGATIONS SHALL BE DEEMED TO INCLUDE THE
POST-ACQUISITION LIABILITY AMOUNT. LENDER MAY AT ALL TIMES ACCEPT A DEED TO THE
PROPERTY IN LIEU OF FORECLOSURE OR MAY REFUSE TO ACCEPT A DEED TO THE PROPERTY
IN LIEU OF FORECLOSURE, WITHOUT IN ANY WAY AFFECTING THE OBLIGATIONS OF
GUARANTOR UNDER THIS COMPLETION GUARANTY.
(D)
THE GUARANTEED OBLIGATIONS SHALL NOT BE AFFECTED BY ANY ERRORS OR
OMISSIONS OF BORROWER, ANY CONTRACTOR, ANY ARCHITECT, ANY SUBCONTRACTOR OR ANY
AGENT OR EMPLOYEE OF ANY OF THEM IN THE DESIGN, SUPERVISION OR PERFORMANCE OF
THE WORK DESCRIBED IN THE LOAN AGREEMENT, IT BEING UNDERSTOOD THAT SUCH RISK IS
ASSUMED BY GUARANTOR. ALL AMOUNTS REQUIRED TO BE PAID BY THE TERMS HEREOF AND
ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY THE TERMS HEREOF SHALL BE INCLUDED
IN THE GUARANTEED OBLIGATIONS AND ARE PAYABLE BY GUARANTOR WITHIN FIFTEEN (15)
BUSINESS DAYS AFTER DEMAND THEREFOR.
NEITHER THE COMPLETION OF THE PROJECT NOR
FAILURE OF SAID PARTIES TO COMPLETE THE PROJECT SHALL RELIEVE GUARANTOR OF ANY
LIABILITY HEREUNDER, RATHER SUCH LIABILITY SHALL BE CONTINUING AND MAY BE
ENFORCED BY LENDER TO THE END THAT THE PROJECT SHALL TIMELY BE COMPLETED AS
CONTEMPLATED BY THE LOAN AGREEMENT AND THE CONSTRUCTION DOCUMENTS, LIEN-FREE,
WITHOUT LOSS, EXPENSE, INJURY OR LIABILITY OF ANY KIND TO LENDER, EXCEPT TO THE
EXTENT CAUSED BY LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
UPON THE OCCURRENCE OF ANY EVENT SET FORTH IN SECTION 2(B), GUARANTOR AGREES
IMMEDIATELY AFTER RECEIPT OF NOTICE AND DEMAND BY LENDER, TO PAY AND PERFORM THE
GUARANTEED OBLIGATIONS REGARDLESS OF ANY DEFENSE, RIGHT OF SET-OFF OR CLAIMS
WHICH BORROWER, GUARANTOR OR ANY OTHER LOAN PARTY MAY