GUARANTY,
THE NOTE AND THE 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 OR PLEDGE THE LOAN OR ONE OR MORE INTERESTS THEREIN TO
INVESTORS (THE TRANSACTIONS REFERRED TO IN CLAUSES (I) THROUGH (IV) ARE
HEREINAFTER EACH REFERRED TO AS A "SECONDARY MARKET TRANSACTION").
GUARANTOR
SHALL COOPERATE REASONABLY WITH LENDER IN EFFECTING ANY SUCH SECONDARY MARKET
TRANSACTION AND SHALL COOPERATE REASONABLY TO IMPLEMENT ALL REQUIREMENTS IMPOSED
BY ANY RATING AGENCIES INVOLVED IN ANY SECONDARY MARKET TRANSACTION.
GUARANTOR
SHALL PROVIDE SUCH INFORMATION AND DOCUMENTS RELATING TO GUARANTOR, BORROWER,
THE PROPERTY AND ANY TENANTS OF THE PROPERTY 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, 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 INCLUDING ANY
AND ALL FINANCIAL STATEMENTS PROVIDED TO LENDER PURSUANT TO SECTION 3.9 HEREOF
MAY ULTIMATELY BE INCORPORATED INTO THE OFFERING DOCUMENTS FOR THE SECONDARY
MARKET TRANSACTION AND THUS VARIOUS INVESTORS OR POTENTIAL 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, 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. GUARANTOR'S OBLIGATIONS UNDER THIS SECTION 9.13 SHALL BE AT THE
SOLE COST AND EXPENSE OF LENDER.
SECTION 9.14
DUPLICATE ORIGINALS, COUNTERPARTS.
THIS GUARANTY MAY BE
EXECUTED IN ANY NUMBER OF DUPLICATE ORIGINALS AND EACH DUPLICATE ORIGINAL SHALL
BE DEEMED TO BE AN ORIGINAL.
THIS GUARANTY MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH COUNTERPARTS SHALL BE DEEMED AN ORIGINAL INSTRUMENT
AND ALL OF WHICH TOGETHER SHALL CONSTITUTE A SINGLE GUARANTY.
THE FAILURE OF
ANY PARTY HERETO TO EXECUTE THIS GUARANTY, OR ANY COUNTERPART HEREOF, SHALL NOT
RELIEVE THE OTHER SIGNATORIES FROM THEIR OBLIGATIONS HEREUNDER.
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IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the day and
year first written above.
GUARANTOR:
ALEXANDER'S, INC.,
a Delaware corporation
By:
/s/ Alan J. Rice
Name:
Alan J. Rice
Title:
Secretary