GUARANTY SHALL BE
CONSTRUED AS IF SUCH INVALID PART WERE NEVER INCLUDED HEREIN.
11
(C)
TIME IS OF THE ESSENCE OF THIS COMPLETION GUARANTY.
(D)
ALL PAYMENTS TO BE MADE HEREUNDER SHALL BE MADE IN CURRENCY AND
COIN OF THE UNITED STATES OF AMERICA WHICH IS LEGAL TENDER FOR PUBLIC AND
PRIVATE DEBTS AT THE TIME OF PAYMENT.
(E)
WHEREVER POSSIBLE EACH PROVISION OF THIS COMPLETION GUARANTY SHALL
BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT IF ANY PROVISION OF THIS COMPLETION GUARANTY SHALL BE PROHIBITED BY OR
INVALID UNDER SUCH LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF
SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS COMPLETION 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 LIMITED
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 ENVIRONMENTAL INDEMNITY
AGREEMENT, THE LIMITED GUARANTY, 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 COMPLETION GUARANTY, THE NOTE, THE
ENVIRONMENTAL INDEMNITY AGREEMENT, THE LIMITED GUARANTY, 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 COMPLETION GUARANTY MAY NOT BE
MODIFIED OR AMENDED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY LENDER AND
GUARANTOR.
IF THIS COMPLETION 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.
TERMINATION. LENDER AGREES THAT THE OBLIGATIONS OF GUARANTOR UNDER
THIS COMPLETION GUARANTY SHALL TERMINATE, SUBJECT TO THE PROVISIONS OF SECTION 4
HEREOF, ON THE EARLIEST OF (I) THE COMPLETION OF THE PROJECT; OR (II) IN THE
ALTERNATIVE, WHEN LENDER SHALL HAVE RECEIVED INDEFEASIBLE PAYMENT IN FULL OF ALL
THE SECURED OBLIGATIONS AND ALL OTHER SUMS DUE AND OWING UNDER THIS COMPLETION
GUARANTY AND ALL THE GUARANTEED OBLIGATIONS SHALL HAVE BEEN FULLY PERFORMED; OR
(III) IN THE ALTERNATIVE, UPON PAYMENT OF THE POST-ACQUISITION LIABILITY AMOUNT.
15.
SUCCESSORS AND ASSIGNS; MISCELLANEOUS.
THIS COMPLETION GUARANTY
SHALL INURE TO THE BENEFIT OF AND MAY BE ENFORCED BY LENDER AND ANY SUBSEQUENT
HOLDER OF THE NOTE, THE LOAN AGREEMENT, THE ENVIRONMENTAL INDEMNITY AGREEMENT,
THE