Common use of SALE OR PARTICIPATION OF LOAN Clause in Contracts

SALE OR PARTICIPATION OF LOAN. Lender may at any time sell, assign, participate or securitize all or any portion of Lender’s rights and obligations under the Loan Documents, and any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in Lender’s sole discretion. Grantor further agrees that Lender may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Grantor, any partner or member of Grantor, any constituent partner or member of Grantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Lender and the other parties to the same shall share in the rights and obligations of Lender set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor to each purchaser, assignee or participant, and Grantor shall, within fifteen (15) days after request by Xxxxxx; (c) deliver to Lender such information and documents relating to Grantor, the Property and its operation and any party connected with the Loan as Lender or any rating agency may request; (d) deliver to Lender an estoppel certificate for the benefit of Lender and any other party designated by Lender verifying the status and terms of the Loan, in form and content satisfactory to Lender; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) in order to facilitate any such sale, assignment, participation or securitization without impairing Grantor’s rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor as any rating agency may request to preserve or enhance Grantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender with any nonconsolidation opinions, provide Lender with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expense. The indemnity obligations of Grantor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender Mortgagee may at any time sell, assign, participate or securitize all or any portion of LenderMortgagee’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in LenderMortgagee’s sole discretion. Grantor Mortgagor further agrees that Lender Mortgagee may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Mortgagee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, GrantorMortgagor, any partner or member of GrantorMortgagor, any constituent partner or member of GrantorMortgagor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Lender Mortgagee and the other parties to the same shall share in the rights and obligations of Lender Mortgagee set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Mortgagor to each purchaser, assignee or participant, and Grantor Mortgagor shall, within fifteen (15) days after request by XxxxxxMortgagee; (c) deliver to Lender Mortgagee such information and documents relating to GrantorMortgagor, the Property and its operation and any party connected with the Loan as Lender Mortgagee or any rating agency may request; (d) deliver to Lender Mortgagee an estoppel certificate for the benefit of Lender Mortgagee and any other party designated by Lender Mortgagee verifying the status and terms of the Loan, in form and content satisfactory to LenderMortgagee; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender Mortgagee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing GrantorMortgagor’s rights or increasing GrantorMortgagor’s obligations (and without requiring a secondary MORTGAGE (SOUTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 borrower or grantormortgagor); (f) if, as a condition to the closing of the Loan, Grantor Mortgagor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor Mortgagor as any rating agency may request to preserve or enhance GrantorMortgagor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor Mortgagor was required to provide Lender Mortgagee with any nonconsolidation opinions, provide Lender Mortgagee with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at GrantorMortgagor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor Mortgagor obtains LenderMortgagee’s consent to the cost of any extraordinary item to be paid by Lender Mortgagee prior to incurring such expense. The indemnity obligations of Grantor Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender may at any time sell, assign, participate or securitize all or any portion of Lender’s rights and obligations under the Loan Documents, and any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in Lender’s sole discretion. Grantor further agrees that Lender may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Grantor, any partner or member of Grantor, any constituent partner or member of Grantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Lender and the other parties to the same shall share in the rights and obligations of Lender set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor to each purchaser, assignee or participant, and Grantor shall, within fifteen (15) days after request by XxxxxxLender; (c) deliver to Lender such information and documents relating to Grantor, the Property and its operation and any party connected with the Loan as Lender or any rating agency may request; (d) deliver to Lender an estoppel certificate for the benefit of Lender and any other party designated by Lender verifying the status and terms of the Loan, in form and content satisfactory to Lender; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) in order to facilitate any such sale, assignment, participation or securitization without impairing Grantor’s rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor as any rating agency may request to preserve or enhance Grantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender with any nonconsolidation opinions, provide Lender with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expense. The indemnity obligations of Grantor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender Trustor agrees that Beneficiary may at any time sell, assign, participate or securitize all or any portion of Lender’s Beneficiary's rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or and/or into the public securities market, in Lender’s Beneficiary's sole discretion. Grantor Trustor further agrees that Lender Beneficiary may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Beneficiary with respect to: (a) the Property and its operation; and/or (b) any party connected with the Loan (including, without limitation, GrantorTrustor, any partner or member of GrantorTrustor, any constituent partner or member of GrantorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Lender Beneficiary and the other parties to the same shall share in the rights and obligations of Lender Beneficiary set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Trustor to each purchaser, assignee or participant, and Grantor Trustor shall, within fifteen (15) 15 days after request by Xxxxxx; (c) Beneficiary, deliver to Lender such information and documents relating to Grantor, the Property and its operation and any party connected with the Loan as Lender or any rating agency may request; (d) deliver to Lender an estoppel certificate verifying for the benefit of Lender Beneficiary and any other party designated by Lender verifying Beneficiary the status and the terms and provisions of the Loan, Loan in form and content satisfactory substance acceptable to Lender; (e) Beneficiary, and enter into such amendments or modifications to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) required in order to facilitate any such sale, assignment, participation or securitization without impairing Grantor’s Trustor's rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor as any rating agency may request to preserve or enhance Grantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender with any nonconsolidation opinions, provide Lender with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expenseTrustor's obligations. The indemnity obligations of Grantor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender Mortgagor agrees that Mortgagee may at any time sell, assign, participate or securitize all or any portion of Lender’s Mortgagee's rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or and/or into the public securities market, in Lender’s Mortgagee's sole discretion. Grantor Mortgagor further agrees that Lender Mortgagee may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Mortgagee with respect to: (a) the Property and its operation; and/or (b) any party connected with the Loan (including, without limitation, GrantorMortgagor, any partner or member of GrantorMortgagor, any constituent partner or member of GrantorMortgagor, any guarantor and any non-borrowernonborrower mortgagor). In the event of any such sale, assignment, participation or securitization, Lender Mortgagee and the other parties to the same shall share in the rights and obligations of Lender Mortgagee set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Mortgagor to each purchaser, assignee or participant, and Grantor Mortgagor shall, within fifteen (15) 15 days after request by Xxxxxx; Mortgagee, (cx) deliver to Lender such information and documents relating to Grantor, the Property and its operation and any party connected with the Loan as Lender or any rating agency may request; (d) deliver to Lender an estoppel certificate verifying for the benefit of Lender Mortgagee and any other party designated by Lender verifying Mortgagee the status and the terms and provisions of the Loan, Loan in form and content satisfactory substance acceptable to Lender; Mortgagee, (ey) provide any information, legal opinions or documents regarding Mortgagor, Guarantor (as defined in the Loan Documents), the Property and any tenants of the Property as Mortgagee or Mortgagee's rating agencies may reasonably request, and (z) enter into such amendments or modifications to the Loan Documents or the organizational documents of Mortgagor as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) required in order to facilitate any such sale, assignment, participation or securitization without impairing Grantor’s Mortgagor's rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor as any rating agency may request to preserve or enhance Grantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender with any nonconsolidation opinions, provide Lender with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expenseMortgagor's obligations. The indemnity obligations of Grantor Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender Grantee may at any time sell, assign, participate or securitize all or any portion of LenderGrantee’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in LenderXxxxxxx’s sole discretion. Grantor further agrees that Lender Grantee may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Grantee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Grantor, any partner or member of Grantor, any constituent partner or member of Grantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Lender Grantee and the other parties to the same shall share in the rights and obligations of Lender Grantee set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor to each purchaser, assignee or participant, and Grantor shall, within fifteen (15) days after request by XxxxxxGrantee; (c) deliver to Lender Grantee such information and documents relating to Grantor, the Property and its operation and any party connected with the Loan as Lender Grantee or any rating agency may request; (d) deliver to Lender Grantee an estoppel certificate for the benefit of Lender Grantee and any other party designated by Lender Grantee verifying the status and terms of the Loan, in form and content satisfactory to LenderGrantee; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender Grantee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing Grantor’s rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor as any rating agency may request to preserve or enhance Grantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender Grantee with any nonconsolidation opinions, provide Lender Grantee with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains LenderGrantee’s consent to the cost of any extraordinary item to be paid by Lender Grantee prior to incurring such expense. The indemnity obligations of Grantor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.. DEED TO SECURE DEBT (GEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113532/Store No. 588

SALE OR PARTICIPATION OF LOAN. Lender Trustor agrees that Beneficiary may at any time sell, assign, participate or securitize all or any portion of Lender’s Beneficiary's rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or and/or into the public securities market, in Lender’s Beneficiary's sole discretion. Grantor Trustor further agrees that Lender Beneficiary may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Beneficiary with respect to: (a) the Property and its operation; and/or (b) any party connected with the Loan (including, without limitation, GrantorTrustor, any partner or member of GrantorTrustor, any constituent partner or member of GrantorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Lender Beneficiary and the other parties to the same shall share in the rights and obligations of Lender Beneficiary set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Trustor to each purchaser, assignee or participant, and Grantor Trustor shall, within fifteen (15) 15 days after request by Xxxxxx; Beneficiary, (cx) deliver to Lender such information and documents relating to Grantor, the Property and its operation and any party connected with the Loan as Lender or any rating agency may request; (d) deliver to Lender an estoppel certificate verifying for the benefit of Lender Beneficiary and any other party designated by Lender verifying Beneficiary the status and the terms and provisions of the Loan, Loan in form and content satisfactory substance acceptable to Lender; Beneficiary, (ey) provide any information, legal opinions or documents regarding Trustor, Guarantor (as defined in the Loan Documents), the Property and any tenants of the Property as Beneficiary or Beneficiary's rating agencies may reasonably request, and (z) enter into such amendments or modifications to the Loan Documents or the organizational documents of Trustor as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) required in order to facilitate any such sale, assignment, participation or securitization without impairing Grantor’s Trustor's rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor as any rating agency may request to preserve or enhance Grantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender with any nonconsolidation opinions, provide Lender with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expenseTrustor's obligations. The indemnity obligations of Grantor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender Grantee may at any time sell, assign, participate or securitize all or any portion of LenderGrantee’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in LenderXxxxxxx’s sole discretion. Grantor further agrees that Lender Grantee may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Grantee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Grantor, any partner or member of Grantor, any constituent partner or member of Grantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Lender Grantee and the other parties to the same shall share in the rights and obligations of Lender Grantee set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor to each purchaser, assignee or participant, and Grantor shall, within fifteen (15) days after request by XxxxxxGrantee; (c) deliver to Lender Grantee such information and documents relating to Grantor, the Property and its operation and any party connected with the Loan as Lender Grantee or any rating agency may request; (d) deliver to Lender Grantee an estoppel certificate for the benefit of Lender Grantee and any other party designated by Lender Grantee verifying the status and terms of the Loan, in form and content satisfactory to LenderGrantee; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender Grantee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing Grantor’s rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor as any rating agency may request to preserve or enhance Grantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender Grantee with any nonconsolidation opinions, provide Lender Grantee with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains LenderGrantee’s consent to the cost of any extraordinary item to be paid by Lender Grantee prior to incurring such expense. The indemnity obligations of Grantor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.. DEED TO SECURE DEBT (GEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113573/Store No. 523

SALE OR PARTICIPATION OF LOAN. Lender Beneficiary may at any time sell, assign, participate or securitize all or any portion of LenderBeneficiary’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in LenderBeneficiary’s sole discretion. Grantor Trustor further agrees that Lender Beneficiary may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Beneficiary with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, GrantorTrustor, any partner or member of GrantorTrustor, any constituent partner or member of GrantorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Lender Beneficiary and the other parties to the same shall share in the rights and obligations of Lender Beneficiary set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Trustor to each purchaser, assignee or participant, and Grantor Trustor shall, within fifteen (15) 15 days after request by XxxxxxBeneficiary; (c) deliver to Lender Beneficiary such information and documents relating to GrantorTrustor, the Property and its operation and any party connected with the Loan as Lender Beneficiary or any rating agency may request; (d) deliver to Lender Beneficiary an estoppel certificate for the benefit of Lender Beneficiary and any other party designated by Lender Beneficiary verifying the status and terms of the Loan, in form and content satisfactory to LenderBeneficiary; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) in order to facilitate any such sale, assignment, participation or securitization without impairing GrantorTrustor’s rights or increasing GrantorTrustor’s obligations (and without requiring a secondary borrower or grantor)liabilities, or causing Trustor to incur any material expense; (f) if, as a condition to the closing of the Loan, Grantor Trustor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor Trustor as any rating agency may request to preserve or enhance GrantorTrustor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor Trustor was required to provide Lender Beneficiary with any nonconsolidation opinions, provide Lender Beneficiary with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be request at GrantorBeneficiary’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expense. The indemnity obligations of Grantor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender Beneficiary may at any time sell, assign, participate or securitize all or any portion of LenderBeneficiary’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in LenderBeneficiary’s sole discretion. Grantor Trustor further agrees that Lender Beneficiary may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Beneficiary with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, GrantorTrustor, any partner or member of GrantorTrustor, any constituent partner or member of GrantorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Lender Beneficiary and the other parties to the same shall share in the rights and obligations of Lender Beneficiary set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Trustor to each purchaser, assignee or participant, and Grantor Trustor shall, within fifteen (15) days after request by XxxxxxBeneficiary; (c) deliver to Lender Beneficiary such information and documents relating to GrantorTrustor, the Property and its operation and any party connected with the Loan as Lender Beneficiary or any rating agency may request; (d) deliver to Lender Beneficiary an estoppel certificate for the benefit of Lender Beneficiary and any other party designated by Lender Beneficiary verifying the status and terms of the Loan, in form and content satisfactory to LenderBeneficiary; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) in order to facilitate any such sale, assignment, participation or securitization without impairing GrantorTrustor’s rights or increasing GrantorTrustor’s obligations (and without requiring a secondary borrower or grantor)obligations; (f) if, as a condition to the closing of the Loan, Grantor Trustor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor Trustor as any rating agency may request to preserve or enhance GrantorTrustor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor Trustor was required to provide Lender Beneficiary with any nonconsolidation opinions, provide Lender Beneficiary with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expense. The indemnity obligations of Grantor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender a. Mortgagee may at any time sell, assign, participate or securitize all or any portion of LenderMortgagee’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization Securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in LenderMortgagee’s sole discretion. Grantor Mortgagor further agrees that Lender Mortgagee may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agenciesRating Agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitizationSecuritization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Mortgagee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, GrantorMortgagor, Operating Tenant any partner or member of GrantorMortgagor or Operating Tenant, any constituent partner or member of GrantorMortgagor or Operating Tenant, any guarantor and any non-borrower)nonMortgagor Mortgagor) subject to applicable SEC regulations and as may be restricted by law. In the event of any such sale, assignment, participation or securitizationSecuritization, Lender Mortgagee and the other parties to the same shall share in the rights and obligations of Lender Mortgagee set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitizationSecuritization, Grantor Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Mortgagor to each purchaser, assignee or participant, and Grantor Mortgagor shall, within fifteen (15) 15 days after request by XxxxxxMortgagee at Mortgagor’s expense; (c) deliver to Lender Mortgagee such information and documents relating to GrantorMortgagor, Operating Tenant, Guarantor, Sponsor, the Property and its operation and any party connected with the Loan as Lender Mortgagee or any rating agency Rating Agency may request; (d) deliver to Lender Mortgagee an estoppel certificate for the benefit of Lender Mortgagee and any other party designated by Lender Mortgagee verifying the status and terms of the Loan, in form and content reasonably satisfactory to LenderMortgagee; (e) enter into execute such amendments to the Loan Documents and Mortgagor’s or any general partner’s or managing member’s organizational documents as may be reasonably requested (by Mortgagee or requested by the Rating Agencies including, without limitation, such amendments as may be required in order to restructure all or any part effect a bifurcation of the Loan into two or more promissory components and/or separate notes in whatever proportion Lender determines) in order to facilitate and/or creating a senior/subordinate note structure (any such saleof the foregoing, assignment, participation or securitization without impairing Grantor’s rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor“Loan Bifurcation”); provided, however, that Mortgagor shall not be required to modify or amend any Loan Document if such modification or amendment would change (x) the interest rate, (y) the stated maturity or (z) the amortization of principal set forth in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall (I) have the same initial weighted average coupon of the original Note, (II) provide that, prior to a Default, any portion of the debt service due under the Loan which amortizes the Loan shall be applied pro-rata to each bifurcated note and/or component (as applicable) and (III) not change the stated maturity date; and (f) if, as a condition to provide Mortgagee with any amendments and restatements of the Non-Consolidation Opinion or any other legal opinion delivered in connection with the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor Loan as any rating agency Rating Agency may request to preserve or enhance Grantorrequest. Mortgagor shall not be responsible for any of Lender’s specialout-purpose bankruptcyof-remote status; and (g) if, as a condition to pocket costs in connection with the closing Securitization of the Loan, Grantor was required to provide Lender with any nonconsolidation opinionsprovided, provide Lender with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items however, Mortgagor shall be at Grantor’s sole cost and expense, except responsible for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expenseits costs in connection with complying with this Section 6.22. The indemnity obligations of Grantor Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender Grantee may at any time sell, assign, participate or securitize all or any portion of LenderGrantee’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in LenderXxxxxxx’s sole discretion. Grantor further agrees that Lender Grantee may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Grantee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Grantor, any partner or member of Grantor, any constituent partner or member of Grantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Lender Grantee and the other parties to the same shall share in the rights and obligations of Lender Grantee set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor to each purchaser, assignee or participant, and Grantor shall, within fifteen (15) days after request by XxxxxxGrantee; (c) deliver to Lender Grantee such information and documents relating to Grantor, the Property and its operation and any party connected with the Loan as Lender Grantee or any rating agency may request; (d) deliver to Lender Grantee an estoppel certificate for the benefit of Lender Grantee and any other party designated by Lender Grantee verifying the status and terms of the Loan, in form and content satisfactory to LenderGrantee; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender Grantee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing Grantor’s rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor as any rating agency may request to preserve or enhance Grantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender Grantee with any nonconsolidation opinions, provide Lender Grantee with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains LenderGrantee’s consent to the cost of any extraordinary item to be paid by Lender Grantee prior to incurring such expense. The indemnity obligations of Grantor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.. DEED TO SECURE DEBT (GEORGIA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan No. 02-62113557/Store No. 613

SALE OR PARTICIPATION OF LOAN. Lender Mortgagee may at any time sell, assign, participate or securitize all or any portion of LenderMortgagee’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in LenderMortgagee’s sole discretion. Grantor Mortgagor further agrees that Lender Mortgagee may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Mortgagee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, GrantorMortgagor, any partner or member of GrantorMortgagor, any constituent partner or member of GrantorMortgagor, any guarantor and any non-borrowernonborrower mortgagor). In the event of any such sale, assignment, participation or securitization, Lender Mortgagee and the other parties to the same shall share in the rights and obligations of Lender Mortgagee set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Mortgagor to each purchaser, assignee or participant, and Grantor Mortgagor shall, within fifteen (15) 15 days after request by XxxxxxMortgagee; (c) deliver to Lender Mortgagee such information and documents relating to GrantorMortgagor, the Property and its operation and any party connected with the Loan as Lender Mortgagee or any rating agency may request; (d) deliver to Lender Mortgagee an estoppel certificate for the benefit of Lender Mortgagee and any other party designated by Lender Mortgagee verifying the status and terms of the Loan, in form and content satisfactory to LenderMortgagee; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) in order to facilitate any such sale, assignment, participation or securitization without impairing GrantorMortgagor’s rights or rights, increasing GrantorMortgagor’s obligations (or liabilities, or causing Mortgagor to incur any material expesnse; and without requiring a secondary borrower or grantor); (f) if, as a condition to the closing of the Loan, Grantor Mortgagor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor Mortgagor as any rating agency may request to preserve or enhance GrantorMortgagor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor was required to provide Lender with any nonconsolidation opinions, provide Lender with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expense. The indemnity obligations of Grantor Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Lender Beneficiary may at any time sell, assign, participate or securitize all or any portion of Lender’s Beneficiary's rights and obligations under the Loan Documents, and that any such sale, assignment, participation or securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in Lender’s Beneficiary's sole discretion. Grantor Trustor further agrees that Lender Beneficiary may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or securitization) all documents and financial and other information heretofore or hereafter provided to or known to Lender Beneficiary with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without including,-without limitation, GrantorTrustor, any partner or member of GrantorTrustor, any constituent partner or member of GrantorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Lender Beneficiary and the other parties to the same shall share in the rights and obligations of Lender Beneficiary set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or securitization, Grantor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Grantor Trustor to each purchaser, assignee or participant, and Grantor Trustor shall, within fifteen (15) 15 days after request by XxxxxxBeneficiary; (c) deliver to Lender Beneficiary such information and documents relating to GrantorTrustor, the Property and its operation and any party connected with the Loan as Lender Beneficiary or any rating agency may request; (d) deliver to Lender Beneficiary an estoppel certificate for the benefit of Lender Beneficiary and any other party designated by Lender Beneficiary verifying the status and terms of the Loan, in form and content satisfactory to LenderBeneficiary; (e) enter into such amendments to the Loan Documents as may be reasonably requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Lender determines) in order to facilitate any such sale-sale, assignment, participation or securitization without impairing Grantor’s Trustor's rights or increasing Grantor’s obligations (and without requiring a secondary borrower or grantor)Trustor's obligations; (f) if, as a condition to the closing of the Loan, Grantor Trustor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Grantor Trustor as any rating agency may request to preserve or enhance Grantor’s Trustor's special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Grantor Trustor was required to provide Lender Beneficiary with any nonconsolidation opinions, provide Lender Beneficiary with such amendments and restatements of such opinions as any rating agency may request. The preparation and delivery of the foregoing items shall be at Grantor’s sole cost and expense, except for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Grantor obtains Lender’s consent to the cost of any extraordinary item to be paid by Lender prior to incurring such expense. The indemnity obligations of Grantor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.