Common use of Franchise Agreements Clause in Contracts

Franchise Agreements. (a) Schedule 3.20 sets forth a complete and accurate list as of the Effective Date of all Franchise Agreements to which any Loan Party or any of their Subsidiaries is a party. (b) Except as set forth on Schedule 3.20, as of the Effective Date, to the knowledge of the Loan Parties, none of the Franchise Agreements contains any grant of exclusive rights to a territory designated therein which conflicts, or potentially conflicts, with any grant of exclusive rights to a territory granted under any other Franchise Agreement. Except as set forth in Schedule 3.20, as of the Effective Date, no current franchisee under a Franchise Agreement has given written notice to a Loan Party’s management during the six (6) month period before the Effective Date of its intention to rescind or terminate (with or without cause) any Franchise Agreement. (c) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has prepared and maintained each of its Franchise Disclosure Documents, in an accurate and correct manner, (ii) each Loan Party has filed all required Franchise Disclosure Documents required by law in all states and jurisdictions requiring registration and approval prior to any offers or sales of franchises in such states, and (iii) each Loan Party has filed all material changes, amendments, renewals thereto on a timely and accurate basis as required under, and required by applicable Requirements of Law. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party’s Franchise Disclosure Documents were prepared in compliance with applicable Franchise Laws and disclosure guidelines, and there were no misrepresentations or omissions of information in any Franchise Disclosure Documents at the time such Loan Party was using such Franchise Disclosure Documents. Each Franchise Agreement complies, and the offer and sale of such Franchise Agreement complied, in each case at the time such offer and sale was made, with all Franchise Laws, except to the extent of any non-compliance therewith which could not reasonably be expected to have a Material Adverse Effect.

Franchise Agreements. (a) Schedule 3.20 sets forth a complete and accurate list as of the First Amendment Effective Date of all Franchise Agreements to which any Loan Party or any of their Subsidiaries is a party. (b) Except as set forth on Schedule 3.20, as of the First Amendment Effective Date, to the knowledge of the Loan Parties, none of the Franchise Agreements contains any grant of exclusive rights to a territory designated therein which conflicts, or potentially conflicts, with any grant of exclusive rights to a territory granted under any other Franchise Agreement. Except as set forth in Schedule 3.20, as of the First Amendment Effective Date, no current franchisee under a Franchise Agreement has given written notice to a Loan Party’s management during the six (6) month period before the First Amendment Effective Date of its intention to rescind or terminate (with or without cause) any Franchise Agreement. (c) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has prepared and maintained each of its Franchise Disclosure Documents, in an accurate and correct manner, (ii) each Loan Party has filed all required Franchise Disclosure Documents required by law in all states and jurisdictions requiring registration and approval prior to any offers or sales of franchises in such states, and (iii) each Loan Party has filed all material changes, amendments, renewals thereto on a timely and accurate basis as required under, and required by applicable Requirements of Law. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party’s Franchise Disclosure Documents were prepared in compliance with applicable Franchise Laws and disclosure guidelines, and there were no misrepresentations or omissions of information in any Franchise Disclosure Documents at the time such Loan Party was using such Franchise Disclosure Documents. Each Franchise Agreement complies, and the offer and sale of such Franchise Agreement complied, in each case at the time such offer and sale was made, with all Franchise Laws, except to the extent of any non-compliance therewith which could not reasonably be expected to have a Material Adverse Effect.

Franchise Agreements. (a) Schedule 3.20 4.28 sets forth a complete and accurate list as of the Effective Closing Date of all Franchise Agreements to which any Loan Party or any of their Subsidiaries is a party. (b) Except as set forth on Schedule 3.204.28, as of the Effective Closing Date, to the knowledge of the Loan Parties, none of the Franchise Agreements contains any grant of exclusive rights to a territory designated therein which conflicts, or potentially conflicts, with any grant of exclusive rights to a territory granted under any other Franchise Agreement. Except as set forth in Schedule 3.204.28, as of the Effective Closing Date, no current franchisee under a Franchise Agreement has given written notice to a Loan Party’s management during the six (6) month period before the Effective Closing Date of its intention to rescind or terminate (with or without cause) any Franchise Agreement. (c) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has prepared and maintained each of its Franchise Disclosure Documents, in an accurate and correct manner, (ii) each Loan Party has filed all required Franchise Disclosure Documents required by law in all states and jurisdictions requiring registration and approval prior to any offers or sales of franchises in such states, and (iii) each Loan Party has filed all material changes, amendments, renewals thereto on a timely and accurate basis as required under, and required by applicable Requirements of Law. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party’s Franchise Disclosure Documents were prepared in compliance with applicable Franchise Laws and disclosure guidelines, and there were no misrepresentations or omissions of information in any Franchise Disclosure Documents at the time such Loan Party was using such Franchise Disclosure Documents. Each Franchise Agreement complies, and the offer and sale of such Franchise Agreement complied, in each case at the time such offer and sale was made, with all Franchise Laws, except to the extent of any non-compliance therewith which could not reasonably be expected to have a Material Adverse Effect.

Franchise Agreements. (a) Schedule 3.20 4.28 sets forth a complete and accurate list as of the Effective Closing Date of all Franchise Agreements to which any Loan Party or any of their Subsidiaries (excluding the Excluded Entities) is a party. (b) Except as set forth on Schedule 3.204.28, as of the Effective Closing Date, to the knowledge of the Loan Parties, none of the Franchise Agreements contains any grant of exclusive rights to a territory designated therein which conflicts, or potentially conflicts, with any grant of exclusive rights to a territory granted under any other Franchise Agreement. Except as set forth in Schedule 3.204.28, as of the Effective Closing Date, no current franchisee under a Franchise Agreement has given written notice to a Loan Party’s management during the six (6) month period before the Effective Closing Date of its intention to rescind or terminate (with or without cause) any Franchise Agreement. (c) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has prepared and maintained each of its Franchise Disclosure Documents, in an accurate and correct manner, (ii) each Loan Party has filed all required Franchise Disclosure Documents required by law in all states and jurisdictions requiring registration and approval prior to any offers or sales of franchises in such states, and (iii) each Loan Party has filed all material changes, amendments, renewals thereto on a timely and accurate basis as required under, and required by applicable Requirements of Law. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party’s Franchise Disclosure Documents were prepared in compliance with applicable Franchise Laws and disclosure guidelines, and there were no misrepresentations or omissions of information in any Franchise Disclosure Documents at the time such Loan Party was using such Franchise Disclosure Documents. Each Franchise Agreement complies, and the offer and sale of such Franchise Agreement complied, in each case at the time such offer and sale was made, with all Franchise Laws, except to the extent of any non-compliance therewith which could not reasonably be expected to have a Material Adverse Effect.

Franchise Agreements. (a) Schedule 3.20 4.28 sets forth a complete and accurate list as of the Closing Date (or, with respect to the Liberty Parties, as of the Second Amendment Effective Date Date) of all Franchise Agreements to which any Loan Party or any of their Subsidiaries (excluding the Excluded Entities) is a party. (b) Except as set forth on Schedule 3.204.28, as of the Closing Date (or, with respect to the Liberty Parties, as of the Second Amendment Effective Date), to the knowledge of the Loan Parties, none of the Franchise Agreements contains any grant of exclusive rights to a territory designated therein which conflicts, or potentially conflicts, with any grant of exclusive rights to a territory granted under any other Franchise Agreement. Except as set forth in Schedule 3.204.28, as of the Closing Date (or, with respect to the Liberty Parties, as of the Second Amendment Effective Date), no current franchisee under a Franchise Agreement has given written notice to a Loan Party’s management during the six (6) month period before the Closing Date (or, with respect to the Liberty Parties, the six (6) month period before the Second Amendment Effective Date Date) of its intention to rescind or terminate (with or without cause) any Franchise Agreement. (c) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has prepared and maintained each of its Franchise Disclosure Documents, in an accurate and correct manner, (ii) each Loan Party has filed all required Franchise Disclosure Documents required by law in all states and jurisdictions requiring registration and approval prior to any offers or sales of franchises in such states, and (iii) each Loan Party has filed all material changes, amendments, renewals thereto on a timely and accurate basis as required under, and required by applicable Requirements of Law. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party’s Franchise Disclosure Documents were prepared in compliance with applicable Franchise Laws and disclosure guidelines, and there were no misrepresentations or omissions of information in any Franchise Disclosure Documents at the time such Loan Party was using such Franchise Disclosure Documents. Each Franchise Agreement complies, and the offer and sale of such Franchise Agreement complied, in each case at the time such offer and sale was made, with all Franchise Laws, except to the extent of any non-compliance therewith which could not reasonably be expected to have a Material Adverse Effect.

Franchise Agreements. (a) Schedule 3.20 4.28 sets forth a complete and accurate list as of the Closing Date (or, with respect to the Liberty Parties, as of the Third Amendment Effective Date Date) of all Franchise Agreements to which any Loan Party or any of their Subsidiaries (excluding the Excluded Entities) is a party. (b) Except as set forth on Schedule 3.204.28, as of the Closing Date (or, with respect to the Liberty Parties, as of the Third Amendment Effective Date), to the knowledge of the Loan Parties, none of the Franchise Agreements contains any grant of exclusive rights to a territory designated therein which conflicts, or potentially conflicts, with any grant of exclusive rights to a territory granted under any other Franchise Agreement. Except as set forth in Schedule 3.204.28, as of the Closing Date (or, with respect to the Liberty Parties, as of the Third Amendment Effective Date), no current franchisee under a Franchise Agreement has given written notice to a Loan Party’s management during the six (6) month period before the Closing Date (or, with respect to the Liberty Parties, the six (6) month period before the Third Amendment Effective Date Date) of its intention to rescind or terminate (with or without cause) any Franchise Agreement. (c) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Loan Party has prepared and maintained each of its Franchise Disclosure Documents, in an accurate and correct manner, (ii) each Loan Party has filed all required Franchise Disclosure Documents required by law in all states and jurisdictions requiring registration and approval prior to any offers or sales of franchises in such states, and (iii) each Loan Party has filed all material changes, amendments, renewals thereto on a timely and accurate basis as required under, and required by applicable Requirements of Law. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party’s Franchise Disclosure Documents were prepared in compliance with applicable Franchise Laws and disclosure guidelines, and there were no misrepresentations or omissions of information in any Franchise Disclosure Documents at the time such Loan Party was using such Franchise Disclosure Documents. Each Franchise Agreement complies, and the offer and sale of such Franchise Agreement complied, in each case at the time such offer and sale was made, with all Franchise Laws, except to the extent of any non-compliance therewith which could not reasonably be expected to have a Material Adverse Effect.

Franchise Agreements. If any Borrowing Base Property is subject to a Franchise Agreement: (a) Schedule 3.20 sets forth a complete and accurate list as of the Effective Date of all No Loan Party shall surrender such Franchise Agreements Agreement to which any Loan Party or any of their Subsidiaries it is a party, consent to the assignment by the applicable Franchisor of its interest under such Franchise Agreement to the extent such Loan Party has such consent right thereunder, or terminate or cancel such Franchise Agreement, or modify, change, supplement, alter or amend (other than immaterial, non-monetary modifications, changes, supplements, alterations or amendments) such Franchise Agreement, in any respect, either orally or in writing without the prior written consent of Administrative Agent, which such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (x) the applicable Loan Party may from time to time, so long as no Event of Default is then continuing, without the consent of Administrative Agent, terminate a Franchise Agreement to which such Loan Party is a party and replace the applicable Franchisor with a Qualified Franchisor, provided that a replacement Franchise Agreement shall be executed and delivered to Administrative Agent concurrently therewith, and (y) the applicable Loan Party shall be permitted to extend the term of any in-place Franchise Agreement pursuant to any such express extension right contained therein without the consent of Administrative Agent provided that (i) such extension does not modify the terms of such Franchise Agreement other than to provide for such extension, (ii) such Loan Party provides to Administrative Agent prompt written notice of such extension within five (5) Business Days thereof, and (iii) such Loan Party promptly delivers to Administrative Agent certified copies of all such extension agreements. (b) Except as set forth on Schedule 3.20No Loan Party shall, as of the Effective Dateand shall not, to the knowledge extent such Loan Party has such rights under the applicable Franchise Agreement, permit the Franchisor thereunder to, sub-contract all or a material portion of the Loan Parties, none of the its responsibilities under such Franchise Agreements contains any grant of exclusive rights Agreement to a territory designated therein which conflictsthird-party without the prior written consent of Administrative Agent, not to be unreasonably withheld, conditioned or potentially conflicts, with any grant of exclusive rights to a territory granted under any other Franchise Agreement. Except as set forth in Schedule 3.20, as of the Effective Date, no current franchisee under a Franchise Agreement has given written notice to a Loan Party’s management during the six (6) month period before the Effective Date of its intention to rescind or terminate (with or without cause) any Franchise Agreementdelayed. (c) Except as could not reasonably be expected Any sums expended by Administrative Agent pursuant to have a Material Adverse Effect, this Section 8.20 shall (i) each Loan Party has prepared and maintained each bear interest at the Default Rate from the date such cost is incurred to the date of its Franchise Disclosure Documents, in an accurate and correct mannerpayment to Administrative Agent, (ii) each Loan Party has filed all required Franchise Disclosure Documents required by law in all states and jurisdictions requiring registration and approval prior be deemed to any offers or sales constitute a portion of franchises in such statesthe Obligations, and (iii) each Loan Party has filed all material changes, amendments, renewals thereto on a timely and accurate basis as required under, and required be secured by applicable Requirements the lien of Law. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party’s Franchise Disclosure Documents were prepared in compliance with applicable Franchise Laws and disclosure guidelines, and there were no misrepresentations or omissions of information in any Franchise Disclosure Documents at the time such Loan Party was using such Franchise Disclosure Documents. Each Franchise Agreement complies, Mortgages and the offer other Loan Documents and sale of such Franchise Agreement complied, in each case at the time such offer (iv) be immediately due and sale was made, with all Franchise Laws, except to the extent of any non-compliance therewith which could not reasonably be expected to have a Material Adverse Effectpayable promptly after written demand by Administrative Agent therefor.