JURY.
GUARANTOR HEREBY AGREES
NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES
ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE
SECURITY INSTRUMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR
OTHER ACTION ARISING IN CONNECTION THEREWITH.
THIS WAIVER OF RIGHT TO TRIAL BY
JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A
TRIAL BY JURY WOULD OTHERWISE ACCRUE.
LENDER IS HEREBY AUTHORIZED TO FILE A
COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
BY GUARANTOR.
SECTION 5.14
COOPERATION.
GUARANTOR ACKNOWLEDGES THAT LENDER AND ITS
SUCCESSORS AND ASSIGNS MAY (I) SELL THIS GUARANTY, THE NOTE AND OTHER LOAN
DOCUMENTS TO ONE OR MORE INVESTORS AS A WHOLE LOAN, (II) PARTICIPATE THE LOAN
SECURED BY THIS GUARANTY TO ONE OR MORE INVESTORS, (III) DEPOSIT THIS GUARANTY,
THE NOTE AND OTHER LOAN DOCUMENTS WITH A TRUST, WHICH TRUST MAY SELL
CERTIFICATES TO INVESTORS EVIDENCING AN OWNERSHIP INTEREST IN THE TRUST ASSETS,
OR (IV) OTHERWISE SELL THE LOAN OR INTEREST THEREIN TO INVESTORS (THE
TRANSACTIONS REFERRED TO IN CLAUSES (I) THROUGH (IV) ARE HEREINAFTER EACH
REFERRED TO AS "SECONDARY MARKET TRANSACTION").
GUARANTOR SHALL COOPERATE WITH
LENDER IN EFFECTING ANY SUCH SECONDARY MARKET TRANSACTION AND SHALL COOPERATE TO
IMPLEMENT ALL CUSTOMARY AND REASONABLE REQUIREMENTS IMPOSED BY ANY RATING AGENCY
OR POTENTIAL INVESTOR INVOLVED IN ANY SECONDARY MARKET TRANSACTION.
GUARANTOR
SHALL PROVIDE SUCH INFORMATION AND DOCUMENTS RELATING TO GUARANTOR AS LENDER MAY
REASONABLY REQUEST IN CONNECTION WITH SUCH SECONDARY MARKET TRANSACTION.
IN
ADDITION, GUARANTOR SHALL MAKE AVAILABLE TO LENDER ALL INFORMATION CONCERNING
ITS BUSINESS AND OPERATIONS THAT LENDER MAY REASONABLY REQUEST.
LENDER SHALL BE
PERMITTED TO SHARE ALL SUCH INFORMATION WITH THE INVESTMENT BANKING FIRMS (OR
OTHER POTENTIAL INVESTORS), RATING AGENCIES, ACCOUNTING FIRMS, LAW FIRMS AND
OTHER THIRD-PARTY ADVISORY FIRMS INVOLVED WITH THE LOAN AND THE LOAN DOCUMENTS
OR THE APPLICABLE SECONDARY MARKET TRANSACTION.
IT IS UNDERSTOOD THAT THE
INFORMATION PROVIDED BY GUARANTOR TO LENDER MAY ULTIMATELY BE INCORPORATED INTO
THE OFFERING DOCUMENTS FOR THE SECONDARY MARKET TRANSACTION AND THUS VARIOUS
INVESTORS MAY ALSO SEE SOME OR ALL OF THE INFORMATION.
LENDER AND ALL OF THE
AFORESAID THIRD-PARTY
13
ADVISORS AND PROFESSIONAL FIRMS SHALL BE ENTITLED TO RELY ON THE INFORMATION
SUPPLIED BY, OR ON BEHALF OF, GUARANTOR IN THE FORM AS PROVIDED BY GUARANTOR.
LENDER MAY PUBLICIZE THE EXISTENCE OF THE LOAN IN CONNECTION WITH ITS MARKETING
FOR A SECONDARY MARKET TRANSACTION OR OTHERWISE AS PART OF ITS BUSINESS
DEVELOPMENT.
ALL REASONABLE THIRD PARTY COSTS AND EXPENSES INCURRED BY
GUARANTOR IN CONNECTION WITH GUARANTOR'S COMPLYING WITH REQUESTS MADE UNDER THIS
SECTION 5.14 SHALL BE PAID BY LENDER.
SECTION 5.15
WAIVER OF SURETYSHIP DEFENSES.
GUARANTOR HEREBY WAIVES
THE RIGHT OF THE GUARANTOR TO REQUIRE ANY HOLDER OF THE GUARANTEED OBLIGATIONS