Franchise Agreements. The Franchise Agreements are in full force and effect. There is no default thereunder by any party thereto and no circumstance, condition or event has occurred that, with the passage of time and/or giving of notice, would constitute a default thereunder or entitle Franchisor to terminate any Franchise Agreement. All franchise fees, reservation fees, royalties, marketing fees and other sums and payable due under the Franchise Agreements have been paid in full or are current. A true, correct and complete copy of the Franchise Agreements, together with all amendments and ancillary agreements or side letters related thereto, have been delivered to Lender. The Loan, and the encumbrance of the Collateral as security for the Loan, will not cause Mortgage Borrower to violate any financial covenants contained in any Franchise Agreement.
Franchise Agreements. The Borrower will, and will cause each Loan Party to, satisfy and perform in all material respects all obligations of each such Person under each Franchise Agreement, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Franchise Agreements. Each Franchise Agreement is in full force and effect, there is no material default thereunder by any party thereto and to the best of Borrower’s and Operating Lessee’s knowledge and except as set forth on Schedule 2 hereof, no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder, and no fees under any Franchise Agreement are accrued and unpaid.
Franchise Agreements. (a) Each Non-Marriott Property shall be operated under the terms and conditions of the applicable Franchise Agreement in all material respects. Each Borrower shall or shall cause the applicable Operating Lessee to (i) pay all sums required to be paid by the franchisee under each Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the part of the franchisee thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said franchisee under each Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to any Borrower and/or Operating Lessee of any material default by the franchisee in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of the franchisee thereunder to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a material default under the Franchise Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Franchise Agreement.
Franchise Agreements. At all times cause each Borrowing Base Asset that is subject to a franchise agreement or similar arrangement to be operated by an Approved Franchisor who has entered into a franchise agreement or similar agreement with respect to such Asset in form and substance satisfactory to the Administrative Agent.
Franchise Agreements. The Borrower has delivered to the Administrative Agent true and complete copies of any franchise agreements to which the Borrower or any of its Subsidiaries is a party.
Franchise Agreements. With respect to the Company or any New Vehicle Borrower, (i) any Franchise Agreement of the Company or such New Vehicle Borrower is terminated or suspended or expires and a replacement for such Franchise Agreement is not entered into within thirty (30) days of such termination, suspension or expiration; or (ii) there occurs a default by any Person in the performance or observance of any term of any Franchise Agreement which is not cured within any applicable cure period therein, except in each case referred to in clauses (i) and (ii) to the extent such termination, suspension, expiration, or default (either individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect; provided that, in the event a Franchise Agreement expires in accordance with its terms, if and for so long as the respective dealership Subsidiary and manufacturer or distributor are negotiating in good faith to renew such Franchise Agreement, and the respective manufacturer or distributor has not taken (and is not reasonably expected to take) any action to terminate such Franchise Agreement, such expiration shall not by itself be considered a New Vehicle Event of Default under this Section 8.05(k); or
Franchise Agreements. Except as disclosed in Disclosure Schedule (3.22(d)), none of the Credit Parties shall take any action or fail to take any action with respect to the Franchise Agreements that would result in a waiver or other loss of any material right or remedy of any Credit Party thereunder. Without Agent’s prior written consent, none of the Credit Parties shall in any material respect modify, amend, supplement, compromise, satisfy, release, or discharge any of the Franchise Agreements or any Person liable directly or indirectly with respect thereto if any Event of Default has occurred and is continuing or would occur after giving effect thereto. If an Event of Default has occurred and is continuing, then Agent may directly enforce the Franchise Agreements in its own or any Credit Party’s name and may enter into such settlements or other agreements with respect thereto as Agent reasonably determines (it being understood that Agent shall not be obligated to perform or fulfill any of the Credit Party’s duties and obligations under the Franchise Agreements or to make any payment thereunder or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder). All amounts thereby recovered by Agent, after deducting Agent’s reasonable costs and expenses in connection therewith, shall be applied to the Obligations in accordance with this Agreement, subject to the SREF Intercreditor Agreement. In any proceeding or action brought by Agent under any of the Franchise Agreements for any sum owing thereunder, each of the Credit Parties shall jointly and severally indemnify and hold Agent harmless from and against all expense, actual loss or actual damage suffered by reason of any defense, setoff, counterclaim, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of any other agreement or liability at any time owing from any Credit Party to such obligor, but excluding as a result of the gross negligence or willful misconduct of the Agent. All such obligations of the Credit Parties shall be and remain enforceable only against the Credit Parties and shall not be enforceable against Agent or any of the Lenders. Notwithstanding any provision hereof to the contrary, each of the Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under the Franchise Agreements, and Agent’s exercise of any of its rights with respect to the Collateral shall not release a Credit Party...
Franchise Agreements. No Loan Party will maintain or distribute any Franchise Disclosure Documents, or enter into any Franchise Agreements, in violation of Section 4.28(c).
Franchise Agreements. (a) Schedule 5.22 sets forth a complete and accurate list of all Franchise Agreements as of the Closing Date.
