Minimize financial risk by insuring a project: Completion Guarantee

Completion Guaranty

THIS GUARANTY, made on this by of , ,

(hereinafter referred to as the "Guarantor"), to and for the benefit of , , ,

and any successor holder of the Note more particularly referred to below

(hereinafter collectively referred to as the "Lender").

RECITALS

of , , (hereinafter referred to as the "Borrower") has

applied to Lender for a loan in the principal amount of (hereinafter referred to as

the "Loan") to be evidenced by Borrower's Note (hereinafter referred to as the "Note") of even

date herewith, secured by a of even date therewith. The Loan is to be

advanced pursuant to the terms and conditions of a Construction Loan Agreement between

Borrower and Lender of even date herewith (hereinafter referred to as the "Construction Loan

Agreement") and will be used by Borrower to construct certain improvements (hereinafter

referred to as the "Project") upon the Land in accordance with plans and specifications therefore

prepared by or for Borrower and approved by Lender (hereinafter referred to as the "Plans and

Specifications"). The Note, Construction Loan Agreement and all other documents executed by

or for the benefit of the Lender in connection with or incident to the Loan are hereinafter

collectively referred to as the "Loan Documents."

Inducement for Guaranty

Lender is unwilling to make the Loan unless Guarantor guarantees completion of the Project in the manner herein provided.

Guaranty, Waiver And Consents

a.Guaranty

Guarantor unconditionally and absolutely guarantees unto Lender that if the Borrower shall fail

to complete the Project on the Land in the manner and within the period of time required by the

Construction Loan Agreement in accordance with the Plans and Specifications, with only such

amendments thereto as shall be approved by the Lender and in accordance with all laws, rules,

regulations and requirements of all governmental authorities having jurisdiction, or fail to keep

the Land and the Project free from all liens and claims which may be filed or made for

performing work and labor thereon or furnishing materials therefore in connection with the

construction thereof, or both, then Guarantor shall, provided that sums remaining to be disbursed

under the Construction Loan Agreement are thereafter advanced to Guarantor upon request by

Guarantor in the manner and under the terms and conditions therein provided: (1) cause the

Project to be completed free and clear of mechanics' and materialmens' liens in the manner and

within the period of time required by the Construction Loan Agreement, in accordance with the

Plans and Specifications, amended only as aforesaid, and in accordance with all laws, rules,

regulations and requirements of all governmental authorities having jurisdiction; (2) cause any

such mechanics' or materialmens' liens and claims to be removed and thereafter keep the Land

and the Project free from all such liens and claims; (3) make payment in full to all laborers,

subcontractors and materialmen on or before the date of completion for the costs of the Project

and related costs, and (4) pay all costs and expenses incurred in performing Guarantor's

obligations under this Guaranty. Guarantor further agrees to indemnify and hold harmless the

Lender from any loss (including reasonable attorney's fees) resulting from any default by the

undersigned under the terms of this Guaranty.

b.Waiver and Consents

Guarantor waives diligence, demand, extension of time, notice of acceptance of this Guaranty,

and indulgences and notices of every kind, and consents to any and all forbearances and

extensions of the time for payment of the Note or performance under the Loan Documents, and

to any and all changes in the terms, covenants and conditions of the Loan Documents hereafter

made or granted, (provided such changes or modifications do not materially affect (i) the amount

of funds budgeted for the construction of the Project, (ii) the manner in which the proceeds of the

Loan are to be advanced under the Construction Loan Agreement, or (iii) the scope of the work

provided for in the plans and specifications or the time for the completion of the same), and to

any and all substitutions, exchanges or releases of all or any part of the collateral therefore. It is

the intention hereof that Guarantor shall remain liable hereunder until the earlier of (i) full

amount of the principal of the Note, with interest, and any other sums due or to become due

under the Loan Documents, shall have been fully paid, and the terms, covenants and conditions

of the Loan Documents shall have been fully kept, observed and performed by Borrower, or (ii)

the Project has been fully completed in the manner provided in and contemplated by Section

Guaranty hereof, notwithstanding any act, omission or thing which might otherwise operate as a

legal or equitable discharge of Guarantor.

Agreements And Covenants of Guarantor

a.No Subrogation

Guarantor agrees that it shall have no right of subrogation whatsoever with respect to the Loan

Documents, or to original moneys due and unpaid thereon, or any collateral securing the same,

unless and until Lender shall have received payment in full of all sums due under the Loan Documents.

b.Enforcement

This Guaranty may be enforced by Lender without first resorting to or exhausting any other

security or collateral and without first having recourse to the Note or any of the

remedies provided by the Loan Documents. Nothing herein contained, however,

shall prevent Lender from suing on the Note, or from exercising any other rights

under the Loan Documents.

c.Expenses of Enforcement

In the event this Guaranty is placed in the hands of an attorney for enforcement, Guarantor will

reimburse Lender for all expenses incurred in connection therewith, including reasonable attorney's fees.

Successors and Assigns

This Guaranty shall inure to the benefit of and may be enforced by Lender, and any subsequent

holder of the Note and shall be binding upon and enforceable against the legal representatives,

heirs and assigns of Guarantor.

No Alteration of Other Documents

No provision of this Guaranty shall be construed to alter or amend the Loan Documents, or to

relieve Borrower of any duties or obligations under the Loan Documents.

Joint Obligation

In the event that more than one person or party shall execute this Guaranty as the Guarantor herein, this

agreement shall bind all persons and parties jointly and severally.

Governing Law

This Guaranty and the terms and provisions hereof shall be governed by and construed according

to the laws of the , without regard to principles of conflict of laws.

Remedies Cumulative

Guarantor hereby agrees with Lender that all rights, remedies and recourses afforded to Lender by reason of this Guaranty, or otherwise, are separate and cumulative and may be pursued separately, successively or concurrently, as occasion therefore shall occur, and are non-exclusive and shall in no way limit or prejudice any other legal or equitable right, remedy or recourse which Lender may have.

Signatures

This Guaranty shall be signed by on behalf of and by on behalf of .