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venue in such forums is not convenient, and agrees that any litigation initiated by the undersigned against the HRA in connection with this guaranty may be venued in either the District Court of Anoka County, Minnesota or the United States District Court in Minnesota. 13. The undersigned represents, warrants, acknowledges and agrees that: (i) the undersigned will receive direct economic benefit from the loans and advances made by the HRA to Developer evidenced by the Indebtedness, (ii) the HRA is making advances to Developer in reliance upon this guaranty, and (iii) the undersigned has received reasonably equivalent value in return for the undersigned's execution and delivery of this guaranty. 14. The undersigned waives and relinquishes any right of subrogation or other right of reimbursement from Developer or Developer's estate and any other right to payment from Developer or Developer's estate, arising out of or on account of any sums paid or agreed to be paid by the undersigned under this guaranty, whether any such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The provisions of this paragraph are made for the express benefit of Developer as well as HRA and may be enforced independently by Developer. 15. The creation or existence from time to time of Indebtedness in excess of the amount to which the right of recovery under this Guaranty is limited is hereby authorized, without notice to the undersigned, and shall in no way affect or impair the rights of the Lender and the obligations of the undersigned under this Guaranty. 16. This Guaranty shall terminate and be of no further force or effect at such time as the HRA has advanced the proceeds of Note No. 2 to Developer and Developer has made payments to the HRA sufficient to reduce the outstanding principal and accrued, unpaid interest due under Note No. 2 to either: a) $2,500,000.00; or b) if the City has issued the TIF Note, the principal amount of the TIF Note. IN WITNESS WHEREOF, this guaranty has been duly executed by the undersigned the day and year first above written. David M. Flaherty E-2-4 2695614v12