TO THE EXTENT OF
SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS GUARANTY.
(F)
IT IS AGREED THAT GUARANTOR'S LIABILITY
IS INDEPENDENT OF ANY OTHER GUARANTIES AT ANY TIME IN EFFECT WITH RESPECT TO ALL
OR ANY PART OF BORROWER'S INDEBTEDNESS TO LENDER, INCLUDING, BUT NOT LIMITED TO,
THE COMPLETION GUARANTY, AND THAT GUARANTOR'S LIABILITY HEREUNDER MAY BE
ENFORCED REGARDLESS OF THE EXISTENCE OF ANY SUCH OTHER GUARANTIES.
12.
SINGULAR AND PLURAL; JOINT AND SEVERAL
LIABILITY. IF THERE IS MORE THAN ONE BORROWER ENTITY, ALL REFERENCES TO BORROWER
HEREIN SHALL BE BORROWER OR ANY ONE OR MORE OF THEM.
ALL OBLIGATIONS AND
LIABILITIES OF GUARANTOR HEREUNDER ARE IN ADDITION TO, NOT IN LIEU OF AND ARE
INDEPENDENT OF:
(A) ALL OBLIGATIONS OF BORROWER UNDER ANY OTHER LOAN DOCUMENT,
INCLUDING THE
Note and the Loan Agreement; and (b) any obligation of Guarantor under the
Completion Guaranty, the Environmental Indemnity Agreement or any other Loan
Document to which Guarantor is a party.
All obligations of Guarantor hereunder
shall be joint and several.
13.
ENTIRE AGREEMENT.
THIS GUARANTY, THE NOTE,
THE COMPLETION GUARANTY, THE ENVIRONMENTAL INDEMNITY AGREEMENT AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR SUCH AGREEMENTS AND
UNDERSTANDINGS, BOTH WRITTEN AND ORAL.
THIS GUARANTY MAY NOT BE MODIFIED OR
AMENDED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY LENDER AND GUARANTOR.
IF THIS
GUARANTY IS EXECUTED IN SEVERAL COUNTERPARTS, EACH OF THOSE COUNTERPARTS SHALL
BE DEEMED AN ORIGINAL, AND ALL OF THEM TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
14.
PAYMENT AND PERFORMANCE OF SECURED
OBLIGATIONS. LENDER AGREES THAT THE OBLIGATIONS OF GUARANTOR UNDER THIS GUARANTY
SHALL TERMINATE, SUBJECT TO THE PROVISIONS OF SECTION 4 HEREOF, WHEN LENDER
SHALL HAVE RECEIVED INDEFEASIBLE PAYMENT IN FULL OF ALL THE SECURED OBLIGATIONS
AND ALL OTHER SUMS DUE AND OWING UNDER THIS GUARANTY AND ALL THE SECURED
OBLIGATIONS SHALL HAVE BEEN FULLY PERFORMED.
15.
SUCCESSORS AND ASSIGNS; MISCELLANEOUS.
THIS
GUARANTY SHALL INURE TO THE BENEFIT OF AND MAY BE ENFORCED BY LENDER AND ANY
SUBSEQUENT HOLDER OF THE NOTE, THE LOAN AGREEMENT, THE COMPLETION GUARANTY, THE
ENVIRONMENTAL INDEMNITY AGREEMENT 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 GUARANTY AND
THE 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