Common use of SALE OR PARTICIPATION OF LOAN Clause in Contracts

SALE OR PARTICIPATION OF LOAN. CSFC and any successor may, at any ----------------------------- time, sell, transfer, or assign this Note, the Loan Agreement, the Mortgages, and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). CSFC may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities or any rating agency (a "Rating Agency") rating such Securities (all of the foregoing entities collectively referred to as an "Investor") and each prospective Investor, all documents, financial and other information which CSFC now has or may hereafter acquire relating to (a) the Loan; (b) the Business and the Properties and their operation (including, without limitation, copies of all leases, subleases or any other agreements concerning the operation, use and occupancy of the Business and the Properties); and/or (c) any party connected with the Loan (including, without limitation, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, and any guarantor). In connection with such Securities, Borrower further agrees that the Loan Documents shall be sufficient evidence of the obligations of Borrower to each Investor, and Borrower shall, within fifteen (15) days after request by CSFC, deliver an estoppel certificate verifying for the benefit of CSFC and any other party designated by CSFC the status and the terms and provisions of the Loan in form and substance acceptable to CSFC, and enter into such amendments or modifications to the Loan Documents as may be reasonably required in order to facilitate the Securities without impairing Borrower's rights or increasing Borrower's obligations. The representations, warranties, obligations, covenants, and indemnity obligations of Borrower under the Loan Documents shall also benefit and apply with respect to any purchaser, transferee, assignee, participant, servicer or investor.

SALE OR PARTICIPATION OF LOAN. CSFC and any successor may, Beneficiary may at any ----------------------------- time, time sell, transferassign, participate or assign this Note, securitize all or any portion of Beneficiary’s rights and obligations under the Loan Agreement, the Mortgages, and the other Loan Documents, and that any such sale, assignment, participation or all servicing rights with respect theretosecuritization may be to one or more financial institutions or other entities, to private investors, or grant participations therein into the public securities market, in Beneficiary’s sole discretion. Trustor further agrees that Beneficiary may disseminate to any such actual or issue mortgage pass-through certificates potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other securities evidencing a beneficial interest in a rated third party advisory firms and investors involved with the Loan and the Loan Documents or unrated public offering the applicable sale, assignment, participation or private placement (the "Securities"). CSFC may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities or any rating agency (a "Rating Agency"securitization) rating such Securities (all of the foregoing entities collectively referred to as an "Investor") documents and each prospective Investor, all documents, financial and other information which CSFC now has heretofore or may hereafter acquire relating provided to or known to Beneficiary with respect to: (a) the LoanProperty and its operation; (b) the Business and the Properties and their operation (including, without limitation, copies of all leases, subleases or any other agreements concerning the operation, use and occupancy of the Business and the Properties); and/or (c) any party connected with the Loan (including, without limitation, BorrowerTrustor, any partner or member of BorrowerTrustor, any constituent partner or member of BorrowerTrustor, any guarantor and any guarantornon-borrower). In the event of any such sale, assignment, participation or securitization, Beneficiary and the other parties to the same shall share in the rights and obligations of Beneficiary set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such Securitiessale, Borrower assignment, participation or securitization, Trustor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Borrower Trustor to each Investorpurchaser, assignee or participant, and Borrower Trustor shall, within fifteen (15) days after request by CSFCBeneficiary; (c) deliver to Beneficiary such information and documents relating to Trustor, the Property and its operation and any party connected with the Loan as Beneficiary or any rating agency may request; (d) deliver to Beneficiary an estoppel certificate verifying for the benefit of CSFC Beneficiary and any DEED OF TRUST (NORTH CAROLINA) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 other party designated by CSFC Beneficiary verifying the status and the terms and provisions of the Loan Loan, in form and substance acceptable content satisfactory to CSFC, and Beneficiary; (e) enter into such amendments or modifications to the Loan Documents as may be reasonably required requested (including, without limitation, to restructure all or any part of the Loan into two or more promissory notes in whatever proportion Beneficiary determines) in order to facilitate the Securities any such sale, assignment, participation or securitization without impairing Borrower's Trustor’s rights or increasing Borrower's obligationsTrustor’s obligations (and without requiring a secondary borrower or Trustor); (f) if, as a condition to the closing of the Loan, Trustor was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Trustor as any rating agency may request to preserve or enhance Trustor’s special-purpose bankruptcy-remote status; and (g) if, as a condition to the closing of the Loan, Trustor was required to provide Beneficiary with any nonconsolidation opinions, provide Beneficiary with such amendments and restatements of such opinions as any rating agency may request. The representationspreparation and delivery of the foregoing items shall be at Trustor’s sole cost and expense, warranties, obligations, covenantsexcept for items that are not prepared and/or provided regularly pursuant to the terms of the Loan Documents, and provided further that Trustor obtains Beneficiary’s consent to the cost of any extraordinary item to be paid by Beneficiary prior to incurring such expense. The indemnity obligations of Borrower Trustor under the Loan Documents shall also benefit and apply with respect to any purchaser, transferee, assignee, assignee or participant, servicer or investor.

SALE OR PARTICIPATION OF LOAN. CSFC and any successor may, Lender may at any ----------------------------- time, time sell, transferassign, participate or assign this Note, securitize all or any portion of Lender’s rights and obligations under the Loan Agreement, the Mortgages, and the other Loan Documents, and that any such sale, assignment, participation or all servicing rights with respect theretosecuritization may be to one or more financial institutions or other entities, to private investors, or grant participations therein into the public securities market, in Lender’s sole discretion. Borrower further agrees that Lender may disseminate to any such actual or issue mortgage pass-through certificates potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, rating agencies, accounting firms, law firms and other securities evidencing a beneficial interest in a rated third party advisory firms and investors involved with the Loan and the Loan Documents or unrated public offering the applicable sale, assignment, participation or private placement (the "Securities"). CSFC may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Securities or any rating agency (a "Rating Agency"securitization) rating such Securities (all of the foregoing entities collectively referred to as an "Investor") documents and each prospective Investor, all documents, financial and other information which CSFC now has heretofore or may hereafter acquire relating provided to or known to Lender with respect to: (a) the LoanProperty and its operation; (b) the Business and the Properties and their operation (including, without limitation, copies of all leases, subleases or any other agreements concerning the operation, use and occupancy of the Business and the Properties); and/or (c) any party connected with the Loan (including, without limitation, Owner, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, any guarantor and any guarantornonborrower 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 Securitiessale, assignment, participation or securitization, Borrower further agrees that the Loan Documents shall be sufficient evidence of the obligations of Borrower to each Investorpurchaser, assignee or participant, and Borrower shall, within fifteen (15) 15 days after request by CSFCLender; (c) deliver to Lender such information and documents relating to Borrower, 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 CSFC Lender and any other party designated by CSFC Lender verifying the status and the terms and provisions of the Loan Loan, in form and substance acceptable content satisfactory to CSFC, and Lender; (e) enter into such amendments or modifications to the Loan Documents as may be reasonably required requested in order to facilitate the Securities any such sale, assignment, participation or securitization without impairing Borrower's ’s rights or increasing Borrower's obligations’s obligations or liabilities, or causing Borrower to incur any material expense; and (f) if, as a condition to the closing of the Loan, Borrower was required to be a special-purpose bankruptcy-remote entity, enter into such amendments to the organizational documents of Borrower as any rating agency may request to preserve or enhance Borrower’s special-purpose bankruptcy-remote status. The representations, warranties, obligations, covenants, and indemnity obligations of Borrower under the Loan Documents shall also benefit and apply with respect to any purchaser, transferee, assignee, assignee or participant, servicer or investor.

SALE OR PARTICIPATION OF LOAN. CSFC and any successor may, at any ----------------------------- time, sell, transfer, or assign this Note, the Loan Agreement, the Mortgages, and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the "Securities"). CSFC may forward to each purchaser, transferee, assignee, servicer, participant, . investor in such Securities or any rating agency (a "Rating Agency") rating such Securities (all of the foregoing entities collectively referred to as an "Investor") and each prospective Investor, all documents, financial and other information which CSFC now has or may hereafter acquire relating to (a) the Loan; (b) the Business and the Properties and their operation (including, without limitation, copies of all leases, subleases or any other agreements concerning the operation, use and occupancy of the Business and the Properties); and/or (c) any party connected with the Loan (including, without limitation, Borrower, any partner or member of Borrower, any constituent partner or member of Borrower, and any guarantor). In connection with such Securities, Borrower further agrees that the Loan Documents shall be sufficient evidence of the obligations of Borrower to each Investor, and Borrower shall, within fifteen (15) days after request by CSFC, deliver an estoppel certificate verifying for the benefit of CSFC and any other party designated by CSFC the status and the terms and provisions of the Loan in form and substance acceptable to CSFC, and enter into such amendments or modifications to the Loan Documents as may be reasonably required in order to facilitate the Securities without impairing Borrower's rights or increasing Borrower's obligations. The representations, warranties, obligations, covenants, and indemnity obligations of Borrower under the Loan Documents shall also benefit and apply with respect to any purchaser, transferee, assignee, participant, servicer service or investor.