Common use of Ownership of Property; Liens; Investments Clause in Contracts

Ownership of Property; Liens; Investments. (a) Each Loan Party has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. The property of each Loan Party is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedules 8(a) and 8(b) of the Perfection Certificate set forth a complete and accurate list of all Real Property owned by each Loan Party, showing as of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each Loan Party has good, marketable and insurable fee simple title to the Real Property owned by such Loan Party, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01. (d) (i) Schedule 8(b) of the Perfection Certificate sets forth a complete and accurate list of all leases of Real Property under which any Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor and lessee thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, Schedule 5.08(b5.07(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan PartyParty and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b5.07(b), and as otherwise permitted by Section 7.01. (c) Schedules 8(a) and 8(b) As of the Perfection Certificate set forth a complete and accurate list Closing Date, no Loan Party owns any Material Real Property. Schedule 5.07(c) lists, as of all the Closing Date, each parcel of Material Real Property owned by each any Subsidiary of a Loan Party, showing as of the date hereof the street address, county or other relevant jurisdiction, state and state, record owner and book and Fair Market Value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the Material Real Property owned by such Loan PartyParty or such Subsidiary, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) created or (ii) permitted by Section 7.01the Loan Documents. (d) (i) Schedule 8(b) of the Perfection Certificate sets forth a complete and accurate list of all leases of Real Property under which any Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor and lessee thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries (other than the Immaterial Subsidiaries) has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property Property, free and clear of all Liens other than Liens created or permitted by the Loan Documents, necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other than Liens None of the Loan Parties or any of their Subsidiaries has received any notice of, nor has any knowledge of, any pending or threatened condemnation or eminent domain proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation as of the Closing Date. (ic) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, Schedule 5.08(b5.08(c) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. The property of each Loan Party is subject to no Liens, other than Liens set forth on Schedule 5.08(b5.08(c), and as otherwise permitted by Section 7.01. (cd) Schedules 8(aSchedule 5.08(d) and 8(b) of the Perfection Certificate set sets forth a complete and accurate list of all Real Property owned and leased by each Loan Party, showing as Party and each of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each Loan Party has good, marketable and insurable fee simple title to the Real Property owned by such Loan Party, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01. (d) (i) Schedule 8(b) of the Perfection Certificate sets forth a complete and accurate list of all leases of Real Property under which any Loan Party is the lesseeits Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor record owner and lessee thereof. Each such lease is the legal, valid and binding obligation Borrowers’ good faith estimate of the lessor Fair Market Value thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party has of the Borrower and its Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. The property of each Loan Party the Borrower and its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)Permitted Liens. (b) As of the Closing Date, the Borrower and as otherwise permitted by Section 7.01its Subsidiaries own no Material Real Property. (c) Schedules 8(a) and 8(b) of the Perfection Certificate set forth a complete and accurate list of all Real Property owned by each Loan Party, showing as of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each Loan Party has good, marketable and insurable fee simple title to the Real Property owned by such Loan Party, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01. (d) (i) Schedule 8(b) of the Perfection Certificate 5.08 sets forth a complete and accurate list of all leases of Real Property real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee (other than any such leases having an aggregate annual rent due thereunder of less than $2,000,000), showing identifying as of the date hereof Closing Date, the street address, county or other relevant jurisdiction, state, lessor lessor, lessee, expiration date and lessee annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms; provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar Laws affecting the enforcement of creditors’ rights generally. (d) Schedule 7.02 sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of any Loan Party as of the Closing Date and not otherwise permitted by Section 7.02. A/74396737.7

Ownership of Property; Liens; Investments. (a) Each Loan Party and each Pledged Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan PartyParty and each Pledged Subsidiary, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Pledged Subsidiary subject thereto. The property of each Loan Party and each Pledged Subsidiary is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedules 8(aSchedule 5.08(c) and 8(b) of the Perfection Certificate set sets forth a complete and accurate list of all Real Property real property owned by each Loan PartyParty and each Pledged Subsidiary, showing as of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each Loan Party and each Pledged Subsidiary has good, marketable and insurable fee simple title to the Real Property real property owned by such Loan PartyParty or such Pledged Subsidiary, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) created or (ii) permitted by Section 7.01the Loan Documents. (d) (i) Schedule 8(b5.08(d)(i) of the Perfection Certificate sets forth a complete and accurate list of all leases of Real Property real property under which any Loan Party or any Pledged Subsidiary is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor lessor, lessee, expiration date and lessee annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Ownership of Property; Liens; Investments. (a) Each Loan Party has of the Borrower and its Subsidiaries have good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. The property of each Loan Party the Borrower and its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b)Permitted Liens. (b) As of the Closing Date, the Borrower and as otherwise permitted by Section 7.01its Subsidiaries own no Material Real Property. (c) Schedules 8(a) and 8(b) of the Perfection Certificate set forth a complete and accurate list of all Real Property owned by each Loan Party, showing as of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each Loan Party has good, marketable and insurable fee simple title to the Real Property owned by such Loan Party, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01. (d) (i) Schedule 8(b) of the Perfection Certificate 5.08 sets forth a complete and accurate list of all leases of Real Property real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee (other than any such leases having an aggregate annual rent due thereunder of less than $2,000,000), showing identifying as of the date hereof Closing Date, the street address, county or other relevant jurisdiction, state, lessor lessor, lessee, expiration date and lessee annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms; provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar Laws affecting the enforcement of creditors’ rights generally. (d) Schedule 7.02 sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of any Loan Party as of the Closing Date and not otherwise permitted by Section 7.02.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property real property necessary or used in the ordinary conduct of its business, including all leases relating to real property on which a Restaurant is situated, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, . (c) Schedule 5.08(b5.08(c) (as such schedule may be updated from time to time pursuant to Section 6.02) sets forth a complete and accurate list of all Liens on the real property or assets of owned by each Loan PartyParty and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. The property of each Loan Party is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedules 8(a) and 8(b) of the Perfection Certificate set forth a complete and accurate list of all Real Property owned by each Loan Party, showing as of the date hereof Fourth Amendment Effective Date the street address, county or other relevant jurisdiction, state and record owner thereofwith respect to all real property owned and set forth thereon. Each Loan Party and each of its Subsidiaries has good, good and marketable and insurable fee simple title to the Real Property real property owned by such Loan PartyParty or such Subsidiary, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) created or (ii) permitted by Section 7.01the Loan Documents. (d) Schedule 5.08(d) (ias such schedule may be updated from time to time pursuant to Section 6.02) Schedule 8(b) of the Perfection Certificate sets forth a complete and accurate list of all leases Leases of Real Property real property under which any Loan Party or any Subsidiary of a Loan Party is the lesseelessee or lessor, as applicable, showing as of the date hereof Fourth Amendment Effective Date the street address, county or other relevant jurisdiction, state, lessor lessor, lessee and lessee expiration date thereof. Each such lease Lease is the legal, valid and binding obligation of the each such Loan Party as lessee or lessor thereof, as applicable, enforceable in accordance with its terms, except to the extent the failure of such Lease to be so enforceable would not cause, or could not reasonably be expected to result in a Material Adverse Effect. (e) Schedule 5.08(e) sets forth a complete and accurate list of all Franchised Unit Locations franchised by any Loan Party or any Subsidiary of a Loan Party as Franchisor to any Franchisee as of the Fourth Amendment Effective Date. (f) Schedule 5.08(f) sets forth a list of all material Investments (but excluding interests in real property, Cash Equivalents, cash, intercompany Investments by one Loan Party in another Loan Party and Equity Interests in any Loan Party) held by any Loan Party or any Subsidiary thereof. Schedule 5.08(f) shows, with respect to Investments consisting of promissory notes, the amount, obligor or issuer and maturity, if any, thereof.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Property real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, Schedule 5.08(b) sets forth forth, as of the date hereof, a complete and accurate list of all Liens on the property or assets of each Loan Party, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedules 8(aSchedule 5.08(c) and 8(b) sets forth, as of the Perfection Certificate set forth date hereof, a complete and accurate list of all Real Property real property owned by each Loan Party, showing as of the date hereof the street address, county or other relevant jurisdiction, state state, and record owner thereof. Each Loan Party has good, marketable and insurable fee simple title to the Real Property real property owned by such Loan Party, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) created or (ii) permitted by Section 7.01the Loan Documents. (d) (i) Schedule 8(b5.08(d)(i) sets forth, as of the Perfection Certificate sets forth date hereof, a complete and accurate list of all leases of Real Property real property under which any Loan Party is the lessee, showing lessee that are material to the Borrower and its Subsidiaries taken as of the date hereof the street address, county or other relevant jurisdiction, state, lessor and lessee thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its termsa whole.

Ownership of Property; Liens; Investments. (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple (with respect to real property) to, or valid leasehold interests inin or licenses to use, all Real Property real property and personal property (including intellectual property) necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) or (ii) permitted by Section 7.01, Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party, showing Party as of the date hereof Closing Date, showing the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. The property of each Loan Party and each of its 134 [Published CUSIP Number:____] Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01. (c) Schedules 8(aSchedule 5.08(c) and 8(b) of the Perfection Certificate set sets forth a complete and accurate list of all Real Property real property owned by each Loan Party, showing Party as of the date hereof Closing Date, showing the street address, county or other relevant jurisdiction, state and state, record owner and book or estimated fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the Real Property real property owned by such Loan PartyParty or such Subsidiary, free and clear of all Liens, other than Liens (i) to be discharged pursuant to Section 4.01(a)(iii)(D) created or (ii) permitted by Section 7.01the Loan Documents. (d) (i) Schedule 8(b5.08(d)(i) of the Perfection Certificate sets forth a complete and accurate list of all material leases of Real Property real property under which any Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor lessor, lessee, expiration date and lessee annual rental cost thereof. Each To the Loan Parties' knowledge, each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.