Common use of New Owned Real Property Clause in Contracts

New Owned Real Property. As of the applicable New Asset Addition Date with respect to New Owned Real Property acquired on such date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that: (i) the applicable Franchise Entity holds fee simple title to the premises of such New Owned Real Property, free and clear of all Liens (other than Permitted Liens); (ii) such New Owned Real Property is leased or expected to be leased to a Franchisee or (in the case of the site of a Company Restaurant) a Non-Securitization Entity; (iii) the applicable Franchise Entity is not in material default in any respect in the performance, observance or fulfillment of any obligations, covenants or conditions applicable to such New Owned Real Property, the violation of which could create a reversion of title to such New Owned Real Property to any Person; (iv) to the Manager’s Actual Knowledge, the use of such New Owned Real Property complies in all material respects with all applicable legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property; (v) neither the applicable Franchise Entity nor, to the Actual Knowledge of the Manager, any Person leasing such property from the applicable Franchise Entity, is in material default under any lease of such property and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by such Franchise Entity or, to the Actual Knowledge of the Manager, by any other party thereto; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened with respect to all or any material portion of such New Owned Real Property; (vii) all material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Owned Real Property, if such property is open for business, have been obtained and are in full force and effect; and (viii) the Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by the applicable Franchise Entity in connection with the acquisition of such New Owned Real Property have been paid in full from funds of the Securitization Entities.

New Owned Real Property. As of the applicable New Asset Addition Date with respect to New Owned Real Property acquired on such date, the Manager shall represent represents and warrant warrants to the Securitization Entities, Entities and the Trustee and the Servicer that: (i) the applicable Franchise Entity Guarantor holds fee simple title to the premises of such New Owned Real Property, free and clear of all Liens (other than Permitted Liens); (ii) such New Owned Real Property is leased or expected to be leased to a Franchisee or (in the case of the site of a Company Restaurant) a Non-Securitization EntityCompany Restaurant Guarantor; (iii) the applicable Franchise Entity Guarantor is not in material default in any respect in the performance, observance or fulfillment of any obligations, covenants or conditions applicable to such New Owned Real Property, the violation of which could create a reversion of title to such New Owned Real Property to any Person; (iv) to the Manager’s Actual Knowledge, the use of such New Owned Real Property complies in all material respects with all applicable legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property; (v) neither the applicable Franchise Entity Guarantor nor, to the Actual Knowledge of the Manager, any Person leasing such property from the applicable Franchise EntityGuarantor, is in material default under any lease of such property and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by such Franchise Entity Guarantor or, to the Actual Knowledge of the Manager, by any other party thereto; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened with respect to all or any material portion of such New Owned Real Property; (vii) all material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Owned Real Property, if such property is open for business, have been obtained and are in full force and effect; and (viii) the Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by the applicable Franchise Entity Guarantor in connection with the acquisition of such New Owned Real Property have been paid in full from funds of the Securitization Entities.

New Owned Real Property. As of the applicable New Asset Addition Date with respect to the New Owned Real Property acquired on such date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that: New Asset Addition Date: (i) the The applicable Franchise Entity Real Estate Holder holds fee simple title to the premises of such New Owned Real Property, free and clear of all Liens (other than Permitted Liens); ; (ii) such New Owned The applicable Real Property is leased or expected to be leased to a Franchisee or (in the case of the site of a Company Restaurant) a Non-Securitization Entity; (iii) the applicable Franchise Entity Estate Holder is not in material default in any respect in the performance, observance or fulfillment of any obligations, covenants or conditions applicable to such New Owned Real Property, the violation of which could would create a reversion of title to such New Owned Real Property to any Person; ; (iviii) to To the Manager’s Actual Knowledge, the use of such New Owned Real Property complies in all material respects with all applicable legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property; , except where a failure to comply would not reasonably be expected to have a Material Adverse Effect; (viv) neither Neither the applicable Franchise Entity Real Estate Holder nor, to the Actual Knowledge of the Manager, any Person leasing such property from the applicable Franchise EntityReal Estate Holder, is in material default under any lease of such property and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by such Franchise Entity Real Estate Holder or, to the Actual Knowledge of the Manager, by any other party thereto; , except where such default would not be reasonably expected to have a Material Adverse Effect; (viv) no No condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened in writing with respect to all or any material portion of such New Owned Real Property that was not considered in the acquisition of such New Owned Real Property; ; (viivi) all All material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Owned Real Property, if such property is open for business, have been obtained and are in full force and effect, except as would not be reasonably expected to have a Material Adverse Effect; and and (viiivii) the The Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by the applicable Franchise Entity Real Estate Holder in connection with the acquisition of such New Owned Real Property have been paid in full from funds of the Securitization Entities.

New Owned Real Property. As of the applicable New Asset Addition Date with respect to New Owned Real Property acquired on such date, the Manager shall represent and warrant to the Securitization Entities, Entities and the Trustee and the Servicer that: (i) the applicable Franchise Entity holds fee simple title to the premises of such New Owned Real Property, free and clear of all Liens (other than Permitted Liens); (ii) such New Owned Real Property is leased or expected to be leased to a Franchisee or (in the case of the site of a Company Restaurant) a Non-Securitization Entity; (iii) the applicable Franchise Entity is not in material default in any respect in the performance, observance or fulfillment of any obligations, covenants or conditions applicable to such New Owned Real Property, the violation of which could create a reversion of title to such New Owned Real Property to any Person; (iv) to the Manager’s Actual Knowledge, the use of such New Owned Real Property complies in all material respects with all applicable legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property; (v) neither the applicable Franchise Entity nor, to the Actual Knowledge of the Manager, any Person leasing such property from the applicable Franchise Entity, is in material default under any lease of such property and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by such Franchise Entity or, to the Actual Knowledge of the Manager, by any other party thereto; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened with respect to all or any material portion of such New Owned Real Property; (vii) all material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Owned Real Property, if such property is open for business, have been obtained and are in full force and effect; and (viii) the Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by the applicable Franchise Entity in connection with the acquisition of such New Owned Real Property have been paid in full from funds of the Securitization Entities.

New Owned Real Property. As of the applicable New Asset Addition Date with respect to the New Owned Real Property acquired on such date, the Manager Servicer shall represent be deemed to have made the following representations and warrant to the Securitization Entities, the Trustee and the Servicer that: warranties: (i) The Servicer has conducted or caused to be conducted a Phase I environmental study on such Property prior to its acquisition, and has taken or caused to be taken all prudent and appropriate action, remediation, follow up study or clean up measures on such Property as indicated by such Phase I environmental study; (ii) The Servicer has obtained, on behalf of the applicable Franchise Securitization Entity, an appropriate level of title insurance and property insurance as necessary in the good faith reasonable judgment of the Servicer in accordance with the Servicing Standard and, to the knowledge of the Servicer, neither the Servicer nor any Securitization Entity, has received written notice from any insurance company or rating organization to the effect that the physical condition of such New Owned Real Property would prevent obtaining new insurance policies at reasonable rates; (iii) The Securitization Entity holds holding such New Owned Real Property has good, marketable and insurable fee simple title to the premises of such New Owned Real Property, free and clear of all Liens whatsoever (other than Permitted Liens); ; (iiiv) To the knowledge of the Servicer after due inquiry, there are no claims that have been filed for payment for work, labor or materials affecting such New Owned Real Property is leased which are or expected to be leased to may become a Franchisee or (in Lien upon the case interest of the site applicable Securitization Entity in such New Owned Real Property except for (x) liens arising from work, labor or materials that is not performed at the request of a Company Restaurant) a Non-such Securitization Entity; , and (iiiy) the applicable Franchise Permitted Liens; (v) The Securitization Entity holding such New Owned Real Property, (x) is not in material default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions applicable to such New Owned Real Property, Property the violation of which could create a reversion of title to in such New Owned Real Property and (y) does not have any financial obligations under any indenture, mortgage, deed of trust, loan agreement or other debt agreement or instrument to any Person; (iv) to the Manager’s Actual Knowledge, the use of which it is a party or by which it or such New Owned Real Property is otherwise bound, other than the Transaction Documents, Permitted Liens and obligations incurred in the ordinary course of the operation of the Properties, none of which are secured by a Lien (other than a Permitted Lien) upon any Property; (vi) The Securitization Entity holding such New Owned Real Property and each applicable Property and the use thereof complies in all material respects with all applicable legal requirements, including including, without limitation, building and zoning ordinances and codes and codes. Neither the certificate of occupancy issued for Securitization Entity holding such property; (v) neither the applicable Franchise Entity New Owned Real Property, nor, to the Actual Knowledge knowledge of the ManagerServicer, any Person Franchisee leasing or subleasing such property Property from the applicable Franchise a Securitization Entity, is in material default under or violation of any lease order, writ, injunction, decree or demand of any Governmental Authority in respect of such property and no condition or event exists, that, after Property. There has not been committed by the notice or lapse of time or both, would constitute a material default thereunder by Securitization Entity holding such Franchise Entity New Owned Real Property or, to the Actual Knowledge knowledge of the ManagerServicer, by any other party thereto; Franchisee in occupancy of or involved with the operation or use of such Property any act or omission affording any Governmental Authority the right of forfeiture as against such Property or any material part thereof; (vivii) no No condemnation or similar proceeding has been commenced nor, to the Actual Knowledge knowledge of the ManagerServicer, is threatened with respect to all or any material portion of such New Owned Real Property or for the relocation of roadways providing access to such New Owned Real Property that, in either case, was not considered in the acquisition of such New Owned Real Property; ; (viiviii) all Such New Owned Real Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such New Owned Real Property, other than New Owned Real Property with respect to which the Servicer is taking appropriate action on behalf of the applicable Securitization Entity to obtain separate tax lot classification; (ix) To the knowledge of the Servicer after due inquiry, there are no material pending or proposed special or other assessments for public improvements materially affecting such New Owned Real Property that were not considered in the acquisition of such New Owned Real Property; (x) Except pursuant to the Transaction Documents, no Securitization Entity has pledged any of its interest in such New Owned Real Property or related Franchisee Lease, nor pledged or assigned any portion of the rent due and payable thereunder or to become due and payable thereunder to any Person; (xi) All material certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Owned Real PropertyProperty as a Restaurant, if such property is open for business, have been obtained and are in full force and effect. The use being made of such New Owned Real Property, if opened for business, is in conformity with the certificate of occupancy issued for such Property; (xii) Such New Owned Real Property is not subject to any leases other than the Franchisee Leases, except as would not materially detract from the value of such Property. No Person has any possessory interest in such New Owned Real Property or right to occupy the same except under and pursuant to the provisions of the Franchisee Leases; and and (viiixiii) the Manager The Servicer has paid, caused to be paid, or confirmed that all transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by the any Person under applicable Franchise Entity Requirements of Law currently in effect in connection with the acquisition of such New Owned Real Property have been paid in full from funds of the Securitization Entitiesfull.

New Owned Real Property. As of the applicable New Asset Addition Date with respect to New Owned Real Property acquired on such date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that: (i) the applicable Franchise Entity holds fee simple title to the premises of such New Owned Real Property, free and clear of all Liens (other than Permitted Liens); (ii) such New Owned Real Property is leased or expected to be leased to a Franchisee or (in the case of the site of a Company Restaurant) a Non-Securitization Entity; (iii) the applicable Franchise Entity is not in material default in any respect in the performance, observance or fulfillment of any obligations, covenants or conditions applicable to such New Owned Real Property, the violation of which could create a reversion of title to such New Owned Real Property to any Person; (iv) to the Manager’s Actual Knowledge, the use of such New Owned Real Property complies in all material respects with all applicable legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property; (v) neither the applicable Franchise Entity nor, to the Actual Knowledge of the Manager, any Person leasing such property from the applicable Franchise Entity, is in material default under any lease of such property and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by such Franchise Entity or, to the Actual Knowledge of the Manager, by any other party thereto; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened with respect to all or any material portion of such New Owned Real Property; (vii) all material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Owned Real Property, if such property is open for business, have been obtained and are in full force and effect; and (viii) the Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by the applicable Franchise Entity in connection with the acquisition of such New Owned Real Property have been paid in full from funds of the Securitization Entities.

New Owned Real Property. As of the applicable New Asset Addition Date with respect to New Owned Real Property acquired on such date, the Manager shall represent and warrant to the Securitization Entities, Entities and the Trustee and the Servicer that: (i) the applicable Franchise Entity Guarantor holds fee simple title to the premises of such New Owned Real Property, free and clear of all Liens (other than Permitted Liens); (ii) such New Owned Real Property is leased or expected to be leased to a Franchisee or (in the case of the site of a Company Restaurant) a Non-Securitization Entity; (iii) the applicable Franchise Entity Guarantor is not in material default in any respect in the performance, observance or fulfillment of any obligations, covenants or conditions applicable to such New Owned Real Property, the violation of which could create a reversion of title to such New Owned Real Property to any Person; (iv) to the Manager’s Actual Knowledge, the use of such New Owned Real Property complies in all material respects with all applicable legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property; (v) neither the applicable Franchise Entity Guarantor nor, to the Actual Knowledge of the Manager, any Person leasing such property from the applicable Franchise EntityGuarantor, is in material default under any lease of such property and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by such Franchise Entity Guarantor or, to the Actual Knowledge of the Manager, by any other party thereto; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened with respect to all or any material portion of such New Owned Real Property; (vii) all material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Owned Real Property, if such property is open for business, have been obtained and are in full force and effect; and (viii) the Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by the applicable Franchise Entity Guarantor in connection with the acquisition of such New Owned Real Property have been paid in full from funds of the Securitization Entities.