Common use of SALE OR PARTICIPATION OF LOAN Clause in Contracts

SALE OR PARTICIPATION OF LOAN. Mortgagee may at any time sell, assign, participate or securitize all or any portion of 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 into the public securities market, in Mortgagee’s sole discretion. Mortgagor further agrees that 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 Mortgagee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Mortgagor, any partner or member of Mortgagor, any constituent partner or member of Mortgagor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Mortgagee and the other parties to the same shall share in the rights and obligations of 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, Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor to each purchaser, assignee or participant, and Mortgagor shall, within fifteen (15) days after request by Mortgagee; (c) deliver to Mortgagee such information and documents relating to Mortgagor, the Property and its operation and any party connected with the Loan as Mortgagee or any rating agency may request; (d) deliver to Mortgagee an estoppel certificate for the benefit of Mortgagee and any other party designated by Mortgagee verifying the status and terms of the Loan, in form and content satisfactory to Mortgagee; (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 Mortgagee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing Mortgagor’s rights or increasing Mortgagor’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 mortgagor); (f) if, as a condition to the closing of the Loan, Mortgagor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor as any rating agency may request to preserve or enhance Mortgagor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor was required to provide Mortgagee with any nonconsolidation opinions, provide 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 Mortgagor’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expense. The indemnity obligations of Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Mortgagee Lender may at any time sell, assign, participate or securitize all or any portion of MortgageeLender’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 MortgageeLender’s sole discretion. Mortgagor Grantor further agrees that Mortgagee 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 Mortgagee Lender with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, MortgagorGrantor, any partner or member of MortgagorGrantor, any constituent partner or member of MortgagorGrantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Mortgagee Lender and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Grantor to each purchaser, assignee or participant, and Mortgagor Grantor shall, within fifteen (15) days after request by MortgageeXxxxxx; (c) deliver to Mortgagee Lender such information and documents relating to MortgagorGrantor, the Property and its operation and any party connected with the Loan as Mortgagee Lender or any rating agency may request; (d) deliver to Mortgagee Lender an estoppel certificate for the benefit of Mortgagee Lender and any other party designated by Mortgagee Lender verifying the status and terms of the Loan, in form and content satisfactory to MortgageeLender; (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 Mortgagee Lender determines) in order to facilitate any such sale, assignment, participation or securitization without impairing MortgagorGrantor’s rights or increasing MortgagorGrantor’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 mortgagorgrantor); (f) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Grantor as any rating agency may request to preserve or enhance MortgagorGrantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to provide Mortgagee Lender with any nonconsolidation opinions, provide Mortgagee 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 MortgagorGrantor’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 Mortgagor Grantor obtains MortgageeLender’s consent to the cost of any extraordinary item to be paid by Mortgagee Lender prior to incurring such expense. The indemnity obligations of Mortgagor Grantor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Mortgagee Trustor agrees that Beneficiary may at any time sell, assign, participate or securitize all or any portion of Mortgagee’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 Mortgagee’s Beneficiary's sole discretion. Mortgagor Trustor further agrees that Mortgagee 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 Mortgagee Beneficiary with respect to: (a) the Property and its operation; and/or (b) any party connected with the Loan (including, without limitation, MortgagorTrustor, any partner or member of MortgagorTrustor, any constituent partner or member of MortgagorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Mortgagee Beneficiary and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Trustor to each purchaser, assignee or participant, and Mortgagor Trustor shall, within fifteen (15) 15 days after request by Mortgagee; (c) Beneficiary, deliver to Mortgagee such information and documents relating to Mortgagor, the Property and its operation and any party connected with the Loan as Mortgagee or any rating agency may request; (d) deliver to Mortgagee an estoppel certificate verifying for the benefit of Mortgagee Beneficiary and any other party designated by Mortgagee verifying Beneficiary the status and the terms and provisions of the Loan, Loan in form and content satisfactory substance acceptable to Mortgagee; (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 Mortgagee determines) required in order to facilitate any such sale, assignment, participation or securitization without impairing Mortgagor’s Trustor's rights or increasing Mortgagor’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 mortgagor); (f) if, as a condition to the closing of the Loan, Mortgagor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor as any rating agency may request to preserve or enhance Mortgagor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor was required to provide Mortgagee with any nonconsolidation opinions, provide 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 Mortgagor’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expenseTrustor's obligations. The indemnity obligations of Mortgagor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Mortgagee Lender may at any time sell, assign, participate or securitize all or any portion of MortgageeLender’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 MortgageeLender’s sole discretion. Mortgagor Grantor further agrees that Mortgagee 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 Mortgagee Lender with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, MortgagorGrantor, any partner or member of MortgagorGrantor, any constituent partner or member of MortgagorGrantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Mortgagee Lender and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Grantor to each purchaser, assignee or participant, and Mortgagor Grantor shall, within fifteen (15) days after request by MortgageeLender; (c) deliver to Mortgagee Lender such information and documents relating to MortgagorGrantor, the Property and its operation and any party connected with the Loan as Mortgagee Lender or any rating agency may request; (d) deliver to Mortgagee Lender an estoppel certificate for the benefit of Mortgagee Lender and any other party designated by Mortgagee Lender verifying the status and terms of the Loan, in form and content satisfactory to MortgageeLender; (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 Mortgagee Lender determines) in order to facilitate any such sale, assignment, participation or securitization without impairing MortgagorGrantor’s rights or increasing MortgagorGrantor’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 mortgagorgrantor); (f) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Grantor as any rating agency may request to preserve or enhance MortgagorGrantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to provide Mortgagee Lender with any nonconsolidation opinions, provide Mortgagee 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 MortgagorGrantor’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 Mortgagor Grantor obtains MortgageeLender’s consent to the cost of any extraordinary item to be paid by Mortgagee Lender prior to incurring such expense. The indemnity obligations of Mortgagor Grantor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Mortgagee Grantee may at any time sell, assign, participate or securitize all or any portion of MortgageeGrantee’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 MortgageeXxxxxxx’s sole discretion. Mortgagor Grantor further agrees that Mortgagee 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 Mortgagee Grantee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, MortgagorGrantor, any partner or member of MortgagorGrantor, any constituent partner or member of MortgagorGrantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Mortgagee Grantee and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Grantor to each purchaser, assignee or participant, and Mortgagor Grantor shall, within fifteen (15) days after request by MortgageeGrantee; (c) deliver to Mortgagee Grantee such information and documents relating to MortgagorGrantor, the Property and its operation and any party connected with the Loan as Mortgagee Grantee or any rating agency may request; (d) deliver to Mortgagee Grantee an estoppel certificate for the benefit of Mortgagee Grantee and any other party designated by Mortgagee Grantee verifying the status and terms of the Loan, in form and content satisfactory to MortgageeGrantee; (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 Mortgagee Grantee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing MortgagorGrantor’s rights or increasing MortgagorGrantor’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 mortgagorgrantor); (f) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Grantor as any rating agency may request to preserve or enhance MortgagorGrantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to provide Mortgagee Grantee with any nonconsolidation opinions, provide Mortgagee 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 MortgagorGrantor’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 Mortgagor Grantor obtains MortgageeGrantee’s consent to the cost of any extraordinary item to be paid by Mortgagee Grantee prior to incurring such expense. The indemnity obligations of Mortgagor 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. Mortgagee Beneficiary may at any time sell, assign, participate or securitize all or any portion of Mortgagee’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 Mortgagee’s Beneficiary's sole discretion. Mortgagor Trustor further agrees that Mortgagee 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 Mortgagee Beneficiary with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without including,-without limitation, MortgagorTrustor, any partner or member of MortgagorTrustor, any constituent partner or member of MortgagorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Mortgagee Beneficiary and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Trustor to each purchaser, assignee or participant, and Mortgagor Trustor shall, within fifteen (15) 15 days after request by MortgageeBeneficiary; (c) deliver to Mortgagee Beneficiary such information and documents relating to MortgagorTrustor, the Property and its operation and any party connected with the Loan as Mortgagee Beneficiary or any rating agency may request; (d) deliver to Mortgagee Beneficiary an estoppel certificate for the benefit of Mortgagee Beneficiary and any other party designated by Mortgagee Beneficiary verifying the status and terms of the Loan, in form and content satisfactory to MortgageeBeneficiary; (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 Mortgagee determines) in order to facilitate any such sale-sale, assignment, participation or securitization without impairing Mortgagor’s Trustor's rights or increasing Mortgagor’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 mortgagor)Trustor's obligations; (f) if, as a condition to the closing of the Loan, Mortgagor Trustor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Trustor as any rating agency may request to preserve or enhance Mortgagor’s Trustor's special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor Trustor was required to provide Mortgagee Beneficiary with any nonconsolidation opinions, provide Mortgagee 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 Mortgagor’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expense. The indemnity obligations of Mortgagor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Mortgagee Grantee may at any time sell, assign, participate or securitize all or any portion of MortgageeGrantee’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 MortgageeXxxxxxx’s sole discretion. Mortgagor Grantor further agrees that Mortgagee 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 Mortgagee Grantee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, MortgagorGrantor, any partner or member of MortgagorGrantor, any constituent partner or member of MortgagorGrantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Mortgagee Grantee and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Grantor to each purchaser, assignee or participant, and Mortgagor Grantor shall, within fifteen (15) days after request by MortgageeGrantee; (c) deliver to Mortgagee Grantee such information and documents relating to MortgagorGrantor, the Property and its operation and any party connected with the Loan as Mortgagee Grantee or any rating agency may request; (d) deliver to Mortgagee Grantee an estoppel certificate for the benefit of Mortgagee Grantee and any other party designated by Mortgagee Grantee verifying the status and terms of the Loan, in form and content satisfactory to MortgageeGrantee; (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 Mortgagee Grantee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing MortgagorGrantor’s rights or increasing MortgagorGrantor’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 mortgagorgrantor); (f) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Grantor as any rating agency may request to preserve or enhance MortgagorGrantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to provide Mortgagee Grantee with any nonconsolidation opinions, provide Mortgagee 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 MortgagorGrantor’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 Mortgagor Grantor obtains MortgageeGrantee’s consent to the cost of any extraordinary item to be paid by Mortgagee Grantee prior to incurring such expense. The indemnity obligations of Mortgagor 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. Mortgagee Beneficiary may at any time sell, assign, participate or securitize all or any portion of MortgageeBeneficiary’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 MortgageeBeneficiary’s sole discretion. Mortgagor Trustor further agrees that Mortgagee 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 Mortgagee Beneficiary with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, MortgagorTrustor, any partner or member of MortgagorTrustor, any constituent partner or member of MortgagorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Mortgagee Beneficiary and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Trustor to each purchaser, assignee or participant, and Mortgagor Trustor shall, within fifteen (15) days after request by MortgageeBeneficiary; (c) deliver to Mortgagee Beneficiary such information and documents relating to MortgagorTrustor, the Property and its operation and any party connected with the Loan as Mortgagee Beneficiary or any rating agency may request; (d) deliver to Mortgagee Beneficiary an estoppel certificate for the benefit of Mortgagee Beneficiary and any other party designated by Mortgagee Beneficiary verifying the status and terms of the Loan, in form and content satisfactory to MortgageeBeneficiary; (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 Mortgagee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing MortgagorTrustor’s rights or increasing MortgagorTrustor’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 mortgagor)obligations; (f) if, as a condition to the closing of the Loan, Mortgagor Trustor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Trustor as any rating agency may request to preserve or enhance MortgagorTrustor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor Trustor was required to provide Mortgagee Beneficiary with any nonconsolidation opinions, provide Mortgagee 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 Mortgagor’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expense. The indemnity obligations of Mortgagor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Mortgagor agrees that Mortgagee may at any time sell, assign, participate or securitize all or any portion of Mortgagee’s '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 Mortgagee’s 's sole discretion. Mortgagor further agrees that 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 Mortgagee with respect to: (a) the Property and its operation; and/or (b) any party connected with the Loan (including, without limitation, Mortgagor, any partner or member of Mortgagor, any constituent partner or member of Mortgagor, any guarantor and any non-borrowernonborrower mortgagor). In the event of any such sale, assignment, participation or securitization, Mortgagee and the other parties to the same shall share in the rights and obligations of 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, Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor to each purchaser, assignee or participant, and Mortgagor shall, within fifteen (15) 15 days after request by Mortgagee; , (cx) deliver to Mortgagee such information and documents relating to Mortgagor, the Property and its operation and any party connected with the Loan as Mortgagee or any rating agency may request; (d) deliver to Mortgagee an estoppel certificate verifying for the benefit of Mortgagee and any other party designated by Mortgagee verifying the status and the terms and provisions of the Loan, Loan in form and content satisfactory substance acceptable to 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 Mortgagee determines) required in order to facilitate any such sale, assignment, participation or securitization without impairing Mortgagor’s 's rights or increasing Mortgagor’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 mortgagor); (f) if, as a condition to the closing of the Loan, Mortgagor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor as any rating agency may request to preserve or enhance Mortgagor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor was required to provide Mortgagee with any nonconsolidation opinions, provide 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 Mortgagor’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expense's obligations. The indemnity obligations of Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Mortgagee may at any time sell, assign, participate or securitize all or any portion of 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 into the public securities market, in Mortgagee’s sole discretion. Mortgagor further agrees that 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 Mortgagee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Mortgagor, any partner or member of Mortgagor, any constituent partner or member of Mortgagor, any guarantor and any non-borrowernonborrower mortgagor). In the event of any such sale, assignment, participation or securitization, Mortgagee and the other parties to the same shall share in the rights and obligations of 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, Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor to each purchaser, assignee or participant, and Mortgagor shall, within fifteen (15) 15 days after request by Mortgagee; (c) deliver to Mortgagee such information and documents relating to Mortgagor, the Property and its operation and any party connected with the Loan as Mortgagee or any rating agency may request; (d) deliver to Mortgagee an estoppel certificate for the benefit of Mortgagee and any other party designated by Mortgagee verifying the status and terms of the Loan, in form and content satisfactory to Mortgagee; (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 Mortgagee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing Mortgagor’s rights or rights, increasing Mortgagor’s obligations (or liabilities, or causing Mortgagor to incur any material expesnse; and without requiring a secondary MORTGAGE (SOUTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 borrower or mortgagor); (f) if, as a condition to the closing of the Loan, Mortgagor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor as any rating agency may request to preserve or enhance Mortgagor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor was required to provide Mortgagee with any nonconsolidation opinions, provide 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 Mortgagor’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expense. The indemnity obligations of Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. Mortgagee Beneficiary may at any time sell, assign, participate or securitize all or any portion of MortgageeBeneficiary’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 MortgageeBeneficiary’s sole discretion. Mortgagor Trustor further agrees that Mortgagee 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 Mortgagee Beneficiary with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, MortgagorTrustor, any partner or member of MortgagorTrustor, any constituent partner or member of MortgagorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Mortgagee Beneficiary and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Trustor to each purchaser, assignee or participant, and Mortgagor Trustor shall, within fifteen (15) 15 days after request by MortgageeBeneficiary; (c) deliver to Mortgagee Beneficiary such information and documents relating to MortgagorTrustor, the Property and its operation and any party connected with the Loan as Mortgagee Beneficiary or any rating agency may request; (d) deliver to Mortgagee Beneficiary an estoppel certificate for the benefit of Mortgagee Beneficiary and any other party designated by Mortgagee Beneficiary verifying the status and terms of the Loan, in form and content satisfactory to MortgageeBeneficiary; (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 Mortgagee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing MortgagorTrustor’s rights or increasing MortgagorTrustor’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 mortgagor)liabilities, or causing Trustor to incur any material expense; (f) if, as a condition to the closing of the Loan, Mortgagor Trustor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Trustor as any rating agency may request to preserve or enhance MortgagorTrustor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor Trustor was required to provide Mortgagee Beneficiary with any nonconsolidation opinions, provide Mortgagee 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 MortgagorBeneficiary’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expense. The indemnity obligations of Mortgagor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

SALE OR PARTICIPATION OF LOAN. a. Mortgagee may at any time sell, assign, participate or securitize all or any portion of Mortgagee’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 Mortgagee’s sole discretion. Mortgagor further agrees that 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 Mortgagee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Mortgagor, Operating Tenant any partner or member of MortgagorMortgagor or Operating Tenant, any constituent partner or member of MortgagorMortgagor 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, Mortgagee and the other parties to the same shall share in the rights and obligations of 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, Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor to each purchaser, assignee or participant, and Mortgagor shall, within fifteen (15) 15 days after request by MortgageeMortgagee at Mortgagor’s expense; (c) deliver to Mortgagee such information and documents relating to Mortgagor, Operating Tenant, Guarantor, Sponsor, the Property and its operation and any party connected with the Loan as Mortgagee or any rating agency Rating Agency may request; (d) deliver to Mortgagee an estoppel certificate for the benefit of Mortgagee and any other party designated by Mortgagee verifying the status and terms of the Loan, in form and content reasonably satisfactory to Mortgagee; (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 Mortgagee determines) in order to facilitate and/or creating a senior/subordinate note structure (any such saleof the foregoing, assignment, participation or securitization without impairing Mortgagor’s rights or increasing Mortgagor’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 mortgagorBifurcation”); 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, Mortgagor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Loan as any rating agency Rating Agency may request to preserve or enhance Mortgagorrequest. 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, provided, however, Mortgagor was required to provide Mortgagee with any nonconsolidation opinions, provide 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 Mortgagor’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expenseits costs in connection with complying with this Section 6.22. The indemnity obligations of Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant. b. [Intentionally Deleted]

SALE OR PARTICIPATION OF LOAN. Mortgagee Grantee may at any time sell, assign, participate or securitize all or any portion of MortgageeGrantee’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 MortgageeXxxxxxx’s sole discretion. Mortgagor Grantor further agrees that Mortgagee 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 Mortgagee Grantee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, MortgagorGrantor, any partner or member of MortgagorGrantor, any constituent partner or member of MortgagorGrantor, any guarantor and any non-borrower). In the event of any such sale, assignment, participation or securitization, Mortgagee Grantee and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Grantor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Grantor to each purchaser, assignee or participant, and Mortgagor Grantor shall, within fifteen (15) days after request by MortgageeGrantee; (c) deliver to Mortgagee Grantee such information and documents relating to MortgagorGrantor, the Property and its operation and any party connected with the Loan as Mortgagee Grantee or any rating agency may request; (d) deliver to Mortgagee Grantee an estoppel certificate for the benefit of Mortgagee Grantee and any other party designated by Mortgagee Grantee verifying the status and terms of the Loan, in form and content satisfactory to MortgageeGrantee; (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 Mortgagee Grantee determines) in order to facilitate any such sale, assignment, participation or securitization without impairing MortgagorGrantor’s rights or increasing MortgagorGrantor’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 mortgagorgrantor); (f) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor Grantor as any rating agency may request to preserve or enhance MortgagorGrantor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor Grantor was required to provide Mortgagee Grantee with any nonconsolidation opinions, provide Mortgagee 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 MortgagorGrantor’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 Mortgagor Grantor obtains MortgageeGrantee’s consent to the cost of any extraordinary item to be paid by Mortgagee Grantee prior to incurring such expense. The indemnity obligations of Mortgagor 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. Mortgagee Trustor agrees that Beneficiary may at any time sell, assign, participate or securitize all or any portion of Mortgagee’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 Mortgagee’s Beneficiary's sole discretion. Mortgagor Trustor further agrees that Mortgagee 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 Mortgagee Beneficiary with respect to: (a) the Property and its operation; and/or (b) any party connected with the Loan (including, without limitation, MortgagorTrustor, any partner or member of MortgagorTrustor, any constituent partner or member of MortgagorTrustor, any guarantor and any non-borrowernonborrower trustor). In the event of any such sale, assignment, participation or securitization, Mortgagee Beneficiary and the other parties to the same shall share in the rights and obligations of Mortgagee 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, Mortgagor Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor Trustor to each purchaser, assignee or participant, and Mortgagor Trustor shall, within fifteen (15) 15 days after request by Mortgagee; Beneficiary, (cx) deliver to Mortgagee such information and documents relating to Mortgagor, the Property and its operation and any party connected with the Loan as Mortgagee or any rating agency may request; (d) deliver to Mortgagee an estoppel certificate verifying for the benefit of Mortgagee Beneficiary and any other party designated by Mortgagee verifying Beneficiary the status and the terms and provisions of the Loan, Loan in form and content satisfactory substance acceptable to Mortgagee; 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 Mortgagee determines) required in order to facilitate any such sale, assignment, participation or securitization without impairing Mortgagor’s Trustor's rights or increasing Mortgagor’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 mortgagor); (f) if, as a condition to the closing of the Loan, Mortgagor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Mortgagor as any rating agency may request to preserve or enhance Mortgagor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Mortgagor was required to provide Mortgagee with any nonconsolidation opinions, provide 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 Mortgagor’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 Mortgagor obtains Mortgagee’s consent to the cost of any extraordinary item to be paid by Mortgagee prior to incurring such expenseTrustor's obligations. The indemnity obligations of Mortgagor Trustor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.