DOCUMENT, OR INSTRUMENT ENTERED INTO BY
GUARANTOR IN FAVOR OF LENDER.
4.
RETURN OF PAYMENTS.
GUARANTOR AGREES
THAT, IF AT ANY TIME ALL OR ANY PART OF THE PAYMENTS THERETOFORE APPLIED BY
LENDER TO ANY OF THE SECURED OBLIGATIONS IS RESCINDED OR RETURNED BY LENDER OR
LENDER IS REQUIRED TO PAY ANY AMOUNT THEREOF TO ANY OTHER PERSON FOR ANY REASON
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE INSOLVENCY, BANKRUPTCY,
LIQUIDATION OR REORGANIZATION OF ANY PARTY OR THE DETERMINATION THAT SUCH
PAYMENT IS HELD TO CONSTITUTE A PREFERENCE UNDER THE BANKRUPTCY LAWS):
(I) SUCH
SECURED OBLIGATIONS SHALL, FOR THE PURPOSES OF THIS GUARANTY, BE DEEMED TO HAVE
CONTINUED IN EXISTENCE TO THE EXTENT OF SUCH PAYMENT, NOTWITHSTANDING SUCH
APPLICATION BY LENDER, AND THIS GUARANTY SHALL CONTINUE TO BE EFFECTIVE OR BE
REINSTATED, AS THE CASE MAY BE, AS TO SUCH SECURED OBLIGATIONS, ALL AS THOUGH
SUCH APPLICATION BY LENDER HAD NOT BEEN MADE AND GUARANTOR AGREES TO PAY SUCH
AMOUNT TO LENDER UPON DEMAND; AND (II) ANY SECURITY INTEREST GRANTED BY
GUARANTOR TO LENDER TO SECURE LENDER'S PERFORMANCE UNDER THIS GUARANTY SHALL BE
DEEMED TO BE REINSTATED NOTWITHSTANDING ANY RELEASE BY LENDER OF SUCH SECURITY
INTEREST OR PLEDGE.
GUARANTOR SHALL EXECUTE ANY DOCUMENT, INSTRUMENT OR
FINANCING STATEMENT NECESSARY OR DESIRABLE TO EFFECT THIS PROVISION.
5.
NO DISCHARGE.
GUARANTOR AGREES THAT
THE OBLIGATIONS, COVENANTS AND AGREEMENTS OF GUARANTOR UNDER THIS GUARANTY SHALL
NOT BE DISCHARGED, AFFECTED OR IMPAIRED BY:
(A)
THE RENEWAL OR EXTENSION OF TIME FOR THE
PAYMENT AND/OR PERFORMANCE OF THE OBLIGATIONS UNDER THE COMPLETION GUARANTY, THE
ENVIRONMENTAL INDEMNITY AGREEMENT OR ANY OF THE SECURED OBLIGATIONS UNDER ANY
OTHER LOAN DOCUMENT, WHETHER MADE OR PERFORMED WITH OR WITHOUT NOTICE TO OR THE
KNOWLEDGE OR CONSENT OF GUARANTOR;
(B)
ANY MODIFICATION OR AMENDMENT OF THE LOAN
DOCUMENTS, WITH OR WITHOUT NOTICE TO OR THE KNOWLEDGE OR CONSENT OF GUARANTOR,
INCLUDING BUT NOT LIMITED TO ANY FURTHER OR FUTURE EXTENSIONS OF CREDIT WHICH
SHALL BECOME A PART OF THE SECURED OBLIGATIONS, ANY CHANGE OR MODIFICATION OF
THE INTEREST RATE, PAYMENT TERMS, MATURITY DATE OR ANY OTHER COVENANT OF ANY
AGREEMENT OF BORROWER OR ANY OTHER LOAN PARTY;
(C)
ANY TRANSFER, WAIVER, COMPROMISE,
SETTLEMENT, MODIFICATION, SURRENDER, OR RELEASE OF THE NOTE, THE LOAN AGREEMENT,
THE COMPLETION GUARANTY, THE ENVIRONMENTAL INDEMNITY AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS;
(D)
THE RELEASE OR AGREEMENT NOT TO SUE WITHOUT
RESERVATION OF RIGHTS OF BORROWER OR ANY OTHER LOAN PARTY;
(E)
THE EXISTENCE OF ANY DEFENSES TO
ENFORCEMENT OF THE NOTE, THE LOAN AGREEMENT, THE COMPLETION GUARANTY, THE
ENVIRONMENTAL INDEMNITY AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OTHER THAN
PAYMENT IN FULL OF ALL THE SECURED OBLIGATIONS;
(F)
ANY FAILURE, OMISSION, DELAY OR
INADEQUACY, WHETHER ENTIRE OR PARTIAL, OF LENDER TO EXERCISE ANY RIGHT, POWER OR
REMEDY REGARDING THE LOAN OR TO ENFORCE OR REALIZE UPON (OR TO MAKE GUARANTOR
PARTY TO THE ENFORCEMENT OR REALIZATION UPON) ANY OF LENDER'S SECURITY FOR THE
LOAN, INCLUDING, WITHOUT LIMITATION, THE PROPERTY;
(G)
THE EXISTENCE OF ANY SET-OFF,