Common use of Franchise Agreements Clause in Contracts

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 from any of such duties and obligations.

Franchise Agreements. Except as disclosed in Disclosure Schedule (3.22(d)), none a) Each Borrowers shall (i) observe and perform and perform all of the Credit Parties shall take any action or fail to take any action with respect to material terms, covenants, conditions and provisions of the Franchise Agreements that would to be observed and performed by any of them at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything which could reasonably be expected to result in a waiver material default under or other loss material breach of any material right or remedy of the terms of any Credit Party thereunder. Without Agent’s prior written consentFranchise Agreement, none of the Credit Parties shall (iii) not cancel, surrender, modify, amend, waive or release any Franchise Agreement in any material respect modifyor any term, amend, supplement, compromise, satisfy, releaseprovision or right of a Borrower thereunder in any material respect, or discharge consent to or permit to occur any of the foregoing; except that, subject to Section 9.24(b) below, a Borrower may cancel, surrender or release any Franchise Agreements or Agreement in the ordinary course of the business of such Borrower; provided that, Borrowers shall give Lender not less than ten (10) days prior written notice of the intention to so cancel, surrender and release any Person liable directly or indirectly such Franchise Agreement, (iv) give Lender prompt written notice of any Franchise Agreement entered into by any Borrower after the date hereof, together with respect thereto if any Event of Default has occurred a true, correct and is continuing or would occur after giving effect thereto. If an Event of Default has occurred complete copy thereof 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 information with respect thereto as Agent lender may reasonably determines request, (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 v) give Lender prompt written notice of any payment material breach of any obligation, or property any default, by any party under any Franchise Agreement, and deliver to Lender (promptly upon the receipt thereof by a Borrower in the case of a notice to a Borrower, and concurrently with the sending thereof in the case of a notice from a Borrower) a copy of each notice of default received or delivered by it thereunder). All amounts thereby recovered by Agent, after deducting Agent’s reasonable costs and expenses a Borrower in connection therewith, shall be applied to the Obligations in accordance with this any Franchise Agreement, subject and (vi) furnish to Lender, promptly upon the SREF Intercreditor Agreement. In request of Lender, such information and evidence as Lender may reasonable require from time to time concerning the observance, performance and compliance by any proceeding Borrower or action brought by Agent under any of the Franchise Agreements for any sum owing thereunderother party or parties thereto with the terms, each of the Credit Parties shall jointly and severally indemnify and hold Agent harmless from and against all expense, actual loss covenants or actual damage suffered by reason provisions 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 from any of such duties and obligationsAgreement.

Franchise Agreements. Except as disclosed in Disclosure Schedule (3.22(d)), none To the extent of the Credit Parties Company's actual control and knowledge, the Company shall, or shall take any action cause its Affiliates to (i) operate its or fail to take any action their hotels in accordance with respect to the Franchise Agreements that would result in a waiver or other loss terms 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 effect as Agent reasonably determines (it being understood that Agent shall not be obligated to perform or fulfill any of the Credit Party’s duties date hereof (each, a "Franchise Agreement" and obligations collectively, the "Franchise Agreements"); (ii) promptly perform and observe (or cause to be performed or observed) all of the covenants required to be performed and observed by it or them under the Franchise Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify the Lender of any event of default under the Franchise Agreements of which it or to make any payment thereunder or to make any inquiry as they are aware; (iv) promptly deliver to the nature or sufficiency Lender a copy of any payment or property each financial statement, business plan, capital expenditures plan, notice, report and estimate 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 them under the Franchise Agreements; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the franchisor under the Franchise Agreements. To the extent of the Company's actual control and knowledge, without Lender's prior consent, the Company shall not and Agent’s exercise shall not permit the lessee under any percentage lease or any manager to: (i) surrender, terminate or cancel any Franchise Agreement; (ii) reduce or consent to the reduction of the term of any Franchise Agreement; (iii) increase or consent to the increase of the amount of any charges under any Franchise Agreement; (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Franchise Agreement or (v) suffer or permit the occurrence of continuance a default beyond any applicable cure period under any Franchise Agreement (or any successor franchise agreement with respect a national hotel chain approved by the Lender) if such default permits the franchiser to terminate or cancel any Franchise Agreement (or any successor franchise agreement with a national hotel chain approved by the Collateral shall not release a Credit Party from any of such duties and obligationsLender).

Franchise Agreements. Except as disclosed in Disclosure Schedule Within five (3.22(d))5) business days following the expiration or waiver of Due Diligence Period, none provided that Buyer has not elected to terminate this Agreement, Buyer shall submit applications to Franchisor to approve the transfer 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 from Seller to Buyer, or other loss of any material right or remedy of any Credit Party thereunder. Without Agent’s prior written consent, none to obtain new franchise agreements from Franchisor to operate each of the Credit Parties Residence Inn and the Courtyard. Buyer shall in any material respect modify, amend, supplement, compromise, satisfy, release, or discharge any use its good faith efforts to pursue Franchisor's approval of the transfer of the Franchise Agreements or any Person liable directly or indirectly with respect thereto if any Event the issuance of Default has occurred new franchise agreements from Franchisor within the timeframe established by this Agreement, and is continuing or would occur after giving effect theretoSeller shall offer its prompt cooperation in connection therewith. 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 Buyer shall not be obligated responsible 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 bear all costs and expenses incurred in connection therewith, shall be applied to with the Obligations in accordance with this Agreement, subject to the SREF Intercreditor Agreement. In any proceeding or action brought by Agent under any assignment 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 or with obtaining new franchise agreements for the Hotels excluding the cost of any restoration, repair or replacement of its rights any portion of the Property required by Franchisor in connection with respect or as a condition to said assignment or issuance by Franchisor (the "PIP"), the cost of which shall be paid by Seller; provided, however, that Seller shall not be required to spend funds in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) in connection with any such restoration, repair or replacement. If the cost of the restoration, repair or replacement required by the PIP is estimated to exceed $500,000.00, then either Buyer or Seller may elect to pay the amount by which the cost exceeds $500,000.00. If neither party elects, by written notice to the Collateral other party, to pay such excess amount within ten (10) business days after both parties are informed of the estimated cost of complying with the PIP, then either party may terminate this Agreement whereupon Escrow Holder shall not release a Credit Party from return the Deposit to Buyer, the parties shall share equally any escrow cancellation fees of such duties Escrow Holder, and obligationsneither party shall have any further obligation hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this Agreement.

Franchise Agreements. Except as disclosed in Disclosure Schedule OPERATING LEASES -------------------------------------- (3.22(d))a) To the best of Borrower's knowledge, none each of the Credit Parties Franchise Agreements between the respective Operating Lessee and the Franchisor listed on Schedule IV, pursuant to which the applicable Operating Lessee has the right to operate the hotel located on the Individual Property under a name and/or hotel system controlled by such Franchisor, is in full force and effect and there is no default, breach or violation existing thereunder by any party thereto and no event has occurred (other than payments due but not yet delinquent) that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. Borrower shall take not permit, to the extent empowered to do so, or consent to the termination, extension or modification or the entering into of any action Franchise Agreement without Lender's prior written consent, which consent shall not be unreasonably conditioned, withheld or fail delayed; provided, however, with respect to take a new Franchise Agreement entered into after a Securitization, such consent may be conditioned upon Borrower delivering evidence in writing from the applicable Rating Agencies to the effect that such new Franchise Agreement will not result in a downgrade, withdrawal or qualification of the respective ratings then in effect for any action Securities issued in connection with a Securitization. All payments due under the Franchise Agreements shall be the sole obligation of the applicable Operating Lessee and not of Borrower; provided, however, that Borrower may be responsible for additional payments with respect to the Franchise Agreements more particularly described on Schedule XII hereto ------------- pursuant to the owner's agreements more particularly described on Schedule XIII hereto. ------------- (b) Each Operating Lease, pursuant to which the applicable Operating Lessee operates the respective Individual Property as a hotel, is in full force and effect and there is no default, breach or violation existing thereunder by Borrower or, to the best of Borrower's knowledge, any other party thereto and no event has occurred (other than payments due but not yet delinquent) that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. The fee due under each Operating Lease, and the terms and provisions of the Operating Lease, are subordinate to this Agreement and the Mortgage. Borrower shall not terminate, cancel, modify, renew or extend any Operating Lease (other than a termination by Borrower due to the non- payment of Rent due thereunder by the Operating Lessee in accordance with the terms of the applicable Operating Lease beyond any applicable notice and cure periods), or enter into any agreement relating to the management or operation of any Individual Property with the applicable Operating Lessee or any other party without the express written consent of Lender, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that would with respect to a new Operating Lessee such consent may be conditioned upon Borrower delivering evidence in writing from the applicable Rating Agencies to the effect that such new Operating Lessee will not result in a waiver downgrade, withdrawal or other loss qualification of the respective ratings then in effect for any material right or remedy Securities issued in connection with a Securitization. If at any time Lender consents to the appointment of any Credit Party thereunder. Without Agent’s prior written a new Operating Lessee, such new Operating Lessee and Borrower shall, as a condition of Lender's consent, none of execute a Nondisturbance Agreement. In the Credit Parties event any one Operating Lessee operates more than one Individual Property, each such Operating Lease shall in any material respect modify, amend, supplement, compromise, satisfy, release, or discharge be cross defaulted with the Operating Leases covering any of the Franchise Agreements or any Person liable directly or indirectly other Properties entered into with respect thereto if any Event of Default has occurred such Operating Lessee. (c) Neither the execution 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 delivery of the Credit Party’s duties and obligations under Loan Documents, Borrower's performance thereunder, nor the Franchise Agreements or to make any payment thereunder or to make any inquiry as to the nature or sufficiency exercise of any payment or property received remedies by it thereunder). All amounts thereby recovered by AgentLender, 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 will adversely affect Borrower's rights under the Franchise Agreements, and Agent’s exercise of the Operating Leases, or any of its rights with respect to the Collateral shall not release a Credit Party from any of such duties and obligations.Licenses. SECTION 8.31

Franchise Agreements. Except as disclosed in Disclosure Schedule A (3.22(d)), none i) termination of any Franchise -------------------- Agreement or (ii) default which would enable the franchisor to terminate any Franchise Agreement or receive liquidated damage payments applicable to substantially all 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 consentBorrower's offices, none of the Credit Parties shall in any material respect modifyunder, amend, supplement, compromise, satisfy, release, or discharge any of the Franchise Agreements or shall have occurred; then, and in any Person liable directly or indirectly with respect thereto such event, and at any time thereafter, if any Event of Default has occurred and is continuing shall then be continuing, the Administrative Agent shall, upon the written request of the Required Banks, by written notice to the Borrower, take any or would occur after giving effect thereto. If all of the following actions, without prejudice to the rights of the Administrative Agent or any Bank to enforce its claims against any Guarantor or the Borrower, except as otherwise specifically provided for in this Agreement (provided, that if an Event of Default has occurred and is continuing, then Agent may directly enforce the Franchise Agreements specified 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 Section -------- 10.05 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 occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Bank shall forthwith terminate immediately and any Commitment Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and all Obligations owing hereunder (including Unpaid Drawings) to be, whereupon the same shall become, forthwith due and payable by the Borrower without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) enforce, as Collateral shall not release a Agent (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents; (iv) terminate any Letter of Credit Party from any which may be terminated in accordance with its terms; (v) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such duties notice, or upon the occurrence of any Event of Default specified in Section 10.05, to pay) to the Collateral Agent at the Payment Office such additional amounts of cash, to be held as security for the Borrower's reimbursement obligations in respect of Letters of Credit then outstanding, equal to the aggregate Stated Amount of all Letters of Credit then outstanding; and obligations(vi) apply any cash collateral as provided in Section 4.02.

Franchise Agreements. Except as disclosed in Disclosure Schedule A (3.22(d)), none i) termination of any Franchise -------------------- Agreement or (ii) default which would enable the franchisor to terminate any Franchise Agreement or receive liquidated damage payments applicable to substantially all 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 consentBorrower's offices, none of the Credit Parties shall in any material respect modifyunder, amend, supplement, compromise, satisfy, release, or discharge any of the Franchise Agreements or shall have occurred; then, and in any Person liable directly or indirectly with respect thereto such event, and at any time thereafter, if any Event of Default has occurred and is continuing shall then be continuing, the Administrative Agent shall, upon the written request of the Required Banks, by written notice to the Borrower, take any or would occur after giving effect thereto. If all of the following actions, without prejudice to the rights of the Administrative Agent or any Bank to enforce its claims against any Guarantor or the Borrower, except as otherwise specifically provided for in this Agreement (provided, that if an Event of -------- Default has occurred and is continuing, then Agent may directly enforce the Franchise Agreements specified 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 Section 10.05 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 occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Bank shall forthwith terminate immediately and any Commitment Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and all Obligations owing hereunder (including Unpaid Drawings) to be, whereupon the same shall become, forthwith due and payable by the Borrower without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) enforce, as Collateral shall not release a Agent (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents; (iv) terminate any Letter of Credit Party from any which may be terminated in accordance with its terms; (v) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such duties notice, or upon the occurrence of any Event of Default specified in Section 10.05, to pay) to the Collateral Agent at the Payment Office such additional amounts of cash, to be held as security for the Borrower's reimbursement obligations in respect of Letters of Credit then outstanding, equal to the aggregate Stated Amount of all Letters of Credit then outstanding; and obligations(vi) apply any cash collateral as provided in Section 4.02.

Franchise Agreements. Except as disclosed in Disclosure Schedule (3.22(d)), none a) The Improvements on the Properties shall be operated under the terms and conditions of the Credit Parties Franchise Agreements. Operating Lessee shall take any action or fail (i) pay all sums required to take any action with respect to be paid by Operating Lessee under 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 consentAgreements, none (ii) diligently perform, observe and enforce all of the Credit Parties shall in any material respect modifyterms, amend, supplement, compromise, satisfy, release, or discharge any covenants and conditions of the Franchise Agreements on the part of Operating Lessee to be performed, observed and enforced in accordance with the terms thereof, (iii) promptly notify Lender of the giving of any notice to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of any Franchise Agreement on the part of Operating Lessee 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 capital expenditure plan and estimate received by it under any Franchise Agreement. Operating Lessee shall not, without the prior consent of Lender which consent shall not be unreasonably withheld, conditioned or delayed, surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement, in any material respect, either orally or in writing; provided, however, that immaterial modifications or amendment, changes or supplements of any Franchise Agreement may be made without consent of Lender. Operating Lessee and Borrower each hereby assign to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of either to surrender the Franchise Agreements or to terminate, cancel, materially modify, change, supplement, alter or amend the Franchise Agreements in any respect except as otherwise permitted in this Agreement, and any such surrender of any Franchise Agreement or termination, cancellation, material modification, change, supplement, alteration or amendment of any Franchise Agreement without the prior consent of Lender shall be void (other than as permitted pursuant to this Agreement) and of no force and effect. If Operating Lessee or Borrower shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement on the part of Operating Lessee to be performed or observed, if such default is not remedied within the lesser of (i) five (5) days of receipt of notice by Borrower from Lender and (ii) such period of time as, should Borrower and/or Operating Lessee fail to remedy such default after receipt of notice thereof, shall give Lender a reasonable period of time to cure such default, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee. Lender and any Person liable directly designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If a Franchisor shall deliver to Lender a copy of any notice sent to Operating Lessee or indirectly Borrower of default under a Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Operating Lessee shall, from time to time, use commercially reasonable efforts to obtain from each Franchisor and deliver to Lender and Mezzanine Lender such certificates of estoppel with respect thereto if any Event to compliance by Operating Lessee with the terms of Default has occurred and is continuing or would occur after giving effect thereto. If an the applicable Franchise Agreement as may be reasonably requested by Lender provided, that, so long as no 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 Operating Lessee shall not be obligated required to perform or fulfill provide such statement more than one (1) time in any of Fiscal Year, provided, further, that such estoppel shall be addressed to both Lender and each Mezzanine Lender. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Credit Party’s duties and obligations under Default Rate from the Franchise Agreements or to make any payment thereunder or to make any inquiry as date such cost is incurred to the nature or sufficiency date 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 therewithto Lender, shall be applied deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Notwithstanding the foregoing, Operating Lessee shall have the right, without Lender’s consent (except with respect to any Lender consent required pursuant to the Obligations definitions of Qualified Franchisor and Replacement Franchise Agreement set forth herein), to replace Franchisor and terminate the related Franchise Agreement provided that the replacement franchisor is a Qualified Franchisor pursuant to a Replacement Franchise Agreement and any termination fees and other sums payable to the Franchisor being replaced are either (i) paid from Excess Cash Flow which is entitled to be used for such payment in accordance with the terms and conditions of this Agreement, subject Agreement or (ii) paid from an equity contribution to the SREF Intercreditor Agreement. In any proceeding or action brought by Agent under any of Operating Lessee from sources other than 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 from any of such duties and obligationsCollateral.