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
LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE
AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. GUARANTOR AND
LENDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING
AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER.
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 REASONABLY
COOPERATE WITH LENDER IN EFFECTING ANY SUCH SECONDARY MARKET TRANSACTION AND
SHALL REASONABLY COOPERATE TO SATISFY THE MARKET STANDARDS TO WHICH LENDER
CUSTOMARILY ADHERES OR WHICH MAY BE REASONABLY REQUIRED IN THE MARKETPLACE OR BY
THE RATING AGENCIES IN CONNECTION WITH 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, PROVIDED THAT, OTHER THAN WITH RESPECT TO ANY FINANCIAL STATEMENTS OF
GUARANTOR, LENDER SHALL KEEP CONFIDENTIAL ANY INFORMATION THAT GUARANTOR DEEMS
IN GOOD FAITH TO BE OF A CONFIDENTIAL NATURE. 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 MAY
ULTIMATELY BE INCORPORATED INTO THE OFFERING DOCUMENTS FOR THE SECONDARY MARKET
TRANSACTION AND THUS VARIOUS INVESTORS MAY ALSO SEE SOME
11
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, PROVIDED,
HOWEVER, GUARANTOR SHALL NOT BE LIABLE FOR ANY FALSE INFORMATION OR FAILURE TO
DISCLOSE A MATERIAL FACT UNLESS SUCH DISCLOSURE OR FAILURE TO DISCLOSE WAS
FRAUDULENT OR GROSSLY NEGLIGENT. 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. LENDER SHALL REIMBURSE GUARANTOR FOR ALL
REASONABLE THIRD PARTY FEES (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF
GUARANTOR'S ATTORNEYS) ACTUALLY INCURRED BY GUARANTOR PURSUANT TO THIS
SECTION 5.14.
5.15
REINSTATEMENT IN CERTAIN CIRCUMSTANCES. IF AT ANY
TIME