GUARANTOR AND NOTE B HOLDER WITH RESPECT TO GUARANTOR'S GUARANTY OF
THE GUARANTEED OBLIGATIONS AND
10
SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.
THIS GUARANTY IS INTENDED BY GUARANTOR AND NOTE B HOLDER AS A FINAL AND COMPLETE
EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN
GUARANTOR AND NOTE B HOLDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND
NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR
DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO
CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT.
THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND NOTE B HOLDER.
5.13
WAIVER OF RIGHT TO TRIAL BY JURY. GUARANTOR AND NOTE
B HOLDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT
BY JURY, AND WAIVE 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 B, THE
MORTGAGE, THE LOAN AGREEMENT, 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 NOTE
B HOLDER, 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
NOTE B HOLDER ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND NOTE B HOLDER.
5.14
COOPERATION. GUARANTOR ACKNOWLEDGES THAT NOTE B
HOLDER AND ITS SUCCESSORS AND ASSIGNS MAY (I) SELL THIS GUARANTY, THE NOTE B AND
THE OTHER LOAN DOCUMENTS TO ONE OR MORE INVESTORS AS A WHOLE LOAN,
(II) PARTICIPATE THE PORTION OF THE LOAN SECURED BY THIS GUARANTY TO ONE OR MORE
INVESTORS, (III) DEPOSIT THIS GUARANTY, THE NOTE B 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 PORTION OF THE LOAN
SECURED BY THIS GUARANTY (OR ANY 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 NOTE B HOLDER IN EFFECTING ANY SUCH SECONDARY MARKET TRANSACTION
AND SHALL REASONABLY COOPERATE TO SATISFY THE MARKET STANDARDS TO WHICH NOTE B
HOLDER 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 NOTE B HOLDER MAY REASONABLY REQUEST IN CONNECTION WITH SUCH
SECONDARY MARKET TRANSACTION. IN ADDITION, GUARANTOR SHALL MAKE AVAILABLE TO
NOTE B HOLDER ALL INFORMATION CONCERNING ITS BUSINESS AND OPERATIONS THAT NOTE B
HOLDER MAY REASONABLY REQUEST, PROVIDED THAT, OTHER THAN WITH RESPECT TO ANY