ONE OR MORE INVESTORS, (C) 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 (D) OTHERWISE SELL THE LOAN OR ONE OR MORE INTERESTS THEREIN TO INVESTORS
(THE TRANSACTIONS REFERRED TO IN CLAUSES (A) THROUGH (D) ARE HEREINAFTER EACH
REFERRED TO AS "SECONDARY MARKET TRANSACTIONS").
EACH GUARANTOR SHALL
REASONABLY COOPERATE WITH LENDER AT LENDER'S COST AND EXPENSE IN EFFECTING ANY
SUCH SECONDARY MARKET TRANSACTION AND SHALL REASONABLY COOPERATE TO IMPLEMENT
ALL REQUIREMENTS IMPOSED BY ANY RATING AGENCY INVOLVED IN ANY SECONDARY MARKET
TRANSACTION.
EACH GUARANTOR SHALL PROVIDE SUCH INFORMATION AND DOCUMENTS
RELATING TO SUCH GUARANTOR, BORROWERS, THE PROPERTIES AND ANY TENANTS OF THE
IMPROVEMENTS AS LENDER MAY REASONABLY REQUEST IN CONNECTION WITH SUCH SECONDARY
MARKET TRANSACTION.
IN ADDITION, EACH GUARANTOR SHALL MAKE AVAILABLE TO LENDER
ALL INFORMATION CONCERNING ITS BUSINESS AND OPERATIONS THAT LENDER MAY
REASONABLY REQUEST IN CONNECTION WITH SUCH SECONDARY MARKET TRANSACTION.
LENDER
SHALL BE PERMITTED TO SHARE ALL SUCH INFORMATION WITH THE INVESTMENT BANKING
FIRMS, 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 PROVIDED SUCH PARTIES ARE HELD TO CUSTOMARY
CONFIDENTIALITY STANDARDS.
IT IS UNDERSTOOD THAT THE INFORMATION PROVIDED BY
ANY GUARANTOR TO LENDER MAY ULTIMATELY BE INCORPORATED INTO THE OFFERING
DOCUMENTS FOR THE SECONDARY MARKET TRANSACTION AND THAT VARIOUS INVESTORS MAY
ALSO SEE SOME OR ALL OF THE INFORMATION.
LENDER AND ALL OF THE AFORESAID THIRD
PARTY ADVISORS AND PROFESSIONAL FIRMS SHALL BE ENTITLED TO RELY ON THE
INFORMATION SUPPLIED BY, OR ON BEHALF OF, ANY GUARANTOR IN THE FORM AS PROVIDED
BY SUCH 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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THIS GUARANTY, IN THE EVENT OF A SECONDARY MARKET TRANSACTION, GUARANTORS SHALL
BE ENTITLED TO DEAL WITH AND RELY UPON ONLY ONE SERVICER (HAVING AT LEAST TEN
(10) YEARS EXPERIENCE SERVICING LOANS) FOR ALL OWNERS OF INTEREST IN THE LOAN IN
CONNECTION WITH ALL MATTERS RELATING TO THE LOAN AND SHALL NOT INCUR ANY COSTS
GREATER THAN THOSE THAT WOULD BE INCURRED IF THE LEAD LENDER WERE THE ONLY
LENDER (INCLUDING ENFORCEMENT COSTS).
ANY SUCH TRANSACTION SHALL BE AT LENDER'S
SOLE COST AND EXPENSE, INCLUDING, WITHOUT LIMITATION, THE COST OF ANY REPORTS,
CERTIFICATIONS OR OPINIONS REQUIRED OF GUARANTORS IN CONNECTION WITH ANY SUCH
TRANSACTION.
NO SUCH TRANSACTION SHALL RESULT IN A MATERIAL INCREASE IN THE
OBLIGATIONS OR POTENTIAL LIABILITY OF GUARANTORS UNDER THIS GUARANTY AND THE
LOAN DOCUMENTS BY REASON OF ANY REQUESTED COVENANT, REPRESENTATION, WARRANTY,
INDEMNITY OR CERTIFICATION OR OTHERWISE.
WITHOUT LIMITATION ON THE FOREGOING,
IN NO EVENT SHALL GUARANTORS HAVE LIABILITY (BY WAY OF CERTIFICATION, INDEMNITY
OR OTHERWISE) FOR INFORMATION OR STATEMENTS CONTAINED IN THIRD PARTY REPORTS
USED IN CONNECTION WITH THE SECONDARY MARKETING TRANSACTION; PROVIDED, HOWEVER
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