Common use of Permitted Franchise Agreements Clause in Contracts

Permitted Franchise Agreements. Borrower shall be permitted to permit or cause a Mortgage Loan Borrower or Maryland Owner (i) to terminate any Franchise Agreement and enter into a replacement Franchise Agreement with respect to any Individual Property or (ii) enter into a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, provided in each case, that the following conditions are satisfied: (a) no Event of Default shall be continuing at the time of delivery of notice to Lender pursuant to clause (b) of this Section 5.24 or at the time the applicable replacement Franchise Agreement is entered into; (b) Lender shall have received not less than thirty (30) days prior written notice of the proposed Franchisor and a copy of the proposed Franchise Agreement; (c) Borrower shall have delivered to Lender a new nonconsolidation opinion if such Franchisor is an Affiliate of Borrower, such opinion to be acceptable to Lender in its reasonable discretion; (d) the Franchise Agreement shall be a franchise, trademark and/or license agreement with a Qualified Franchisor on then prevailing market terms, and such Franchise Agreement shall have been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed, provided, however, that in the event that Lender fails to respond to a request for the approval pursuant to this Section 5.24(d) within five (5) Business Days of Borrower’s request, Borrower may deliver a second request for such approval and, provided that such second request contains a bold face, conspicuous legend at the top of the first page thereof to the effect that “IF YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,” and Lender fails to respond to such request for approval five (5) Business Days after Lender has received from Borrower such second request and all information reasonably required by Lender in order to adequately review such request, Lender shall be deemed to have given such approval; (e) the Franchise Agreement shall not grant to Franchisor any right of first offer, right of first refusal or option to purchase any Individual Property unless such rights are specifically subject and subordinate to the Mortgage, the Senior Mezzanine Pledge Agreements, the Pledge Agreement and the Lien thereof and the Franchisor acknowledges and agrees that in no event shall such right(s) apply in connection with (i) Mortgage Loan Lender’s foreclosure (or similar exercise of remedies) on any Individual Property or any sale of all or a portion of the Properties, (ii) Senior Mezzanine Lender’s foreclosure of the Senior Mezzanine Collateral after such foreclosure or similar exercise of remedies or (iii) Lender’s foreclosure of the Collateral after such foreclosure or similar exercise of remedies; (f) Borrower shall cause Franchisor to deliver to Lender a comfort letter containing customary mezzanine lender protections, including mortgagee notice and cure rights and the right of Lender to continue to own and operate all or a portion of the affected Individual Property under the Franchise Agreement without the payment of any administrative or other fees in addition to the fees and other amounts due to Franchisor first accruing after Lender (or its successors or assigns) becomes the indirect owner of the applicable Individual Property; and (g) In connection with the entering into of a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, Borrower shall have simultaneously entered into a Management Agreement with a Qualified Manager in accordance with the provisions of Section 5.14 and delivered a subordination and attornment agreement in favor of Lender from such Qualified Manager in form acceptable to Lender In the event a Mortgage Loan Borrower or Maryland Owner enters into a Franchise Agreement as permitted herein, such Franchise Agreement shall be a “Franchise Agreement” hereunder and the provisions of Section 5.23 shall apply thereto.

Permitted Franchise Agreements. Borrower shall be permitted to permit or cause a Mortgage Loan Borrower or Maryland Owner (i) to terminate any Franchise Agreement and enter into a replacement Franchise Agreement with respect to any Individual Property or (ii) enter into a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, provided in each case, that the following conditions are satisfied: (a) no Event of Default shall be continuing at the time of delivery of notice to Lender pursuant to clause (b) of this Section 5.24 or at the time the applicable replacement Franchise Agreement is entered into; (b) Lender shall have received not less than thirty (30) days prior written notice of the proposed Franchisor and a copy of the proposed Franchise Agreement; (c) Borrower shall have delivered to Lender a new nonconsolidation opinion if such Franchisor is an Affiliate of Borrower, such opinion to be acceptable to Lender in its reasonable discretion; (d) the Franchise Agreement shall be a franchise, trademark and/or license agreement with a Qualified Franchisor on then prevailing market terms, and such Franchise Agreement shall have been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed, provided, however, that in the event that Lender fails to respond to a request for the approval pursuant to this Section 5.24(d) within five (5) Business Days of Borrower’s request, Borrower may deliver a second request for such approval and, provided that such second request contains a bold face, conspicuous legend at the top of the first page thereof to the effect that “IF YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,” and Lender fails to respond to such request for approval five (5) Business Days after Lender has received from Borrower such second request and all information reasonably required by Lender in order to adequately review such request, Lender shall be deemed to have given such approval; (e) the Franchise Agreement shall not grant to Franchisor any right of first offer, right of first refusal or option to purchase any Individual Property unless such rights are specifically subject and subordinate to the Mortgage, the Senior Mezzanine 1 Pledge AgreementsAgreement, the Pledge Agreement and the Lien thereof and the Franchisor acknowledges and agrees that in no event shall such right(s) apply in connection with (i) Mortgage Loan Lender’s foreclosure (or similar exercise of remedies) on any Individual Property or any sale of all or a portion of the Properties, (ii) Senior Mezzanine 1 Lender’s foreclosure of the Senior Mezzanine 1 Collateral after such foreclosure or similar exercise of remedies or (iii) Lender’s foreclosure of the Collateral after such foreclosure or similar exercise of remedies; (f) Borrower shall cause Franchisor to deliver to Lender a comfort letter containing customary mezzanine lender protections, including mortgagee notice and cure rights and the right of Lender to continue to own and operate all or a portion of the affected Individual Property under the Franchise Agreement without the payment of any administrative or other fees in addition to the fees and other amounts due to Franchisor first accruing after Lender (or its successors or assigns) becomes the indirect owner of the applicable Individual Property; and (g) In connection with the entering into of a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, Borrower shall have simultaneously entered into a Management Agreement with a Qualified Manager in accordance with the provisions of Section 5.14 and delivered a subordination and attornment agreement in favor of Lender from such Qualified Manager in form acceptable to Lender In the event a Mortgage Loan Borrower or Maryland Owner enters into a Franchise Agreement as permitted herein, such Franchise Agreement shall be a “Franchise Agreement” hereunder and the provisions of Section 5.23 shall apply thereto.

Permitted Franchise Agreements. Borrower and Maryland Owner shall be permitted to permit or cause a Mortgage Loan Borrower or Maryland Owner (iy) to terminate any Franchise Agreement and enter into a replacement Franchise Agreement with respect to any Individual Property or Property, and (iiz) to enter into a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, provided in each case, case that the following conditions are satisfied: (a) no Event of Default shall be continuing at the time of the delivery of notice to Lender pursuant to clause (b) of this Section 5.24 or at the time the applicable replacement Franchise Agreement is entered into; (b) Lender shall have received not less than thirty (30) days days’ prior written notice of the proposed Franchisor and a copy of the proposed Franchise Agreement; (c) Borrower shall have delivered to Lender a new nonconsolidation opinion if such Franchisor is an Affiliate of Borrower, such opinion to be acceptable to Lender in its reasonable discretion; (d) the Franchise Agreement shall be a franchise, trademark and/or license agreement with a Qualified Franchisor on then prevailing market terms, and such Franchise Agreement shall have has been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed, provided, provided however, that in the event that Lender fails to respond to a request for the Lender’s approval pursuant to this Section 5.24(d) within five (5) Business Days of Borrower’s request, Borrower may deliver a second request for such approval and, provided that such second request contains a bold face, conspicuous legend at the top of the first page thereof to the effect that “IF YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,” and Lender fails to respond to such request for approval five (5) Business Days after Lender has received from Borrower such second request and all information reasonably required by Lender in order to adequately review such request, Lender shall be deemed to have given such approval; (e) the Franchise Agreement shall not grant to Franchisor any right of first offer, right of first refusal or option to purchase any Individual Property unless such rights are specifically subject and subordinate to the Mortgage, the Senior Mezzanine Pledge Agreements, the Pledge Agreement Mortgage and the Lien thereof and the Franchisor acknowledges and agrees that in no event shall such right(s) apply in connection with (i) Mortgage Loan Lender’s foreclosure (or similar exercise of remedies) on any Individual Property or any sale of all or a portion of the Properties, (ii) Senior Mezzanine Lender’s foreclosure of the Senior Mezzanine Collateral after such foreclosure or similar exercise of remedies or (iii) Lender’s foreclosure of the Collateral Properties after such foreclosure or similar exercise of remedies; (f) Borrower shall cause Franchisor to deliver to Lender a comfort letter containing customary mezzanine lender mortgagee protections, including mortgagee notice and cure rights and the right of Lender to continue to own and operate all or a portion of the affected Individual Property under the Franchise Agreement without the payment of any administrative or other fees in addition to the fees and other amounts due to Franchisor first accruing after Lender (or its successors or assigns) becomes the indirect owner of the applicable Individual Propertyunder such Franchise Agreement; and (g) In connection with the entering into of a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, Borrower shall have simultaneously entered into a Management Agreement with a Qualified Manager in accordance with the provisions of Section 5.14 5.14, and delivered a subordination and attornment agreement in favor of Lender from such Qualified Manager in form acceptable to Lender Lender. In the event a Mortgage Loan Borrower or Maryland Owner enters into a Franchise Agreement as permitted herein, such Franchise Agreement shall be a “Franchise Agreement” hereunder and the provisions of Section 5.23 shall apply thereto.

Permitted Franchise Agreements. Borrower shall be permitted to permit or cause a Mortgage Loan Borrower or Maryland Owner (i) to terminate any Franchise Agreement and enter into a replacement Franchise Agreement with respect to any Individual Property or (ii) enter into a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, provided in each case, that the following conditions are satisfied: (a) no Event of Default shall be continuing at the time of delivery of notice to Lender pursuant to clause (b) of this Section 5.24 or at the time the applicable replacement Franchise Agreement is entered into; (b) Lender shall have received not less than thirty (30) days prior written notice of the proposed Franchisor and a copy of the proposed Franchise Agreement; (c) Borrower shall have delivered to Lender a new nonconsolidation opinion if such Franchisor is an Affiliate of Borrower, such opinion to be acceptable to Lender in its reasonable discretion; (d) the Franchise Agreement shall be a franchise, trademark and/or license agreement with a Qualified Franchisor on then prevailing market terms, and such Franchise Agreement shall have been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed, provided, however, that in the event that Lender fails to respond to a request for the approval pursuant to this Section 5.24(d) within five (5) Business Days of Borrower’s request, Borrower may deliver a second request for such approval and, provided that such second request contains a bold face, conspicuous legend at the top of the first page thereof to the effect that “IF YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,” and Lender fails to respond to such request for approval five (5) Business Days after Lender has received from Borrower such second request and all information reasonably required by Lender in order to adequately review such request, Lender shall be deemed to have given such approval; (e) the Franchise Agreement shall not grant to Franchisor any right of first offer, right of first refusal or option to purchase any Individual Property unless such rights are specifically subject and subordinate to the Mortgage, the Senior Mezzanine Pledge Agreements, the Pledge Agreement and the Lien thereof and the Franchisor acknowledges and agrees that in no event shall such right(s) apply in connection with (i) Mortgage Loan Lender’s foreclosure (or similar exercise of remedies) on any Individual Property or any sale of all or a portion of the Properties, (ii) Senior Mezzanine Lender’s foreclosure of the Senior Mezzanine Collateral after such foreclosure Properties or similar exercise of remedies or (iii) Lender’s foreclosure of the Collateral after such foreclosure or similar exercise of remedies; (f) Borrower shall cause Franchisor to deliver to Lender a comfort letter containing customary mezzanine lender protections, including mortgagee notice and cure rights and the right of Lender to continue to own and operate all or a portion of the affected Individual Property under the Franchise Agreement without the payment of any administrative or other fees in addition to the fees and other amounts due to Franchisor first accruing after Lender (or its successors or assigns) becomes the indirect owner of the applicable Individual Property; and (g) In connection with the entering into of a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, Borrower shall have simultaneously entered into a Management Agreement with a Qualified Manager in accordance with the provisions of Section 5.14 and delivered a subordination and attornment agreement in favor of Lender from such Qualified Manager in form acceptable to Lender In the event a Mortgage Loan Borrower or Maryland Owner enters into a Franchise Agreement as permitted herein, such Franchise Agreement shall be a “Franchise Agreement” hereunder and the provisions of Section 5.23 shall apply thereto.

Permitted Franchise Agreements. Borrower shall be permitted to permit or cause a Mortgage Loan Borrower or Maryland Owner (i) to terminate any Franchise Agreement and enter into a replacement Franchise Agreement with respect to any Individual Property or (ii) enter into a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, provided in each case, that the following conditions are satisfied: (a) no Event of Default shall be continuing at the time of delivery of notice to Lender pursuant to clause (b) of this Section 5.24 or at the time the applicable replacement Franchise Agreement is entered into; (b) Lender shall have received not less than thirty (30) days prior written notice of the proposed Franchisor and a copy of the proposed Franchise Agreement; (c) Borrower shall have delivered to Lender a new nonconsolidation opinion if such Franchisor is an Affiliate of Borrower, such opinion to be acceptable to Lender in its reasonable discretion; (d) the Franchise Agreement shall be a franchise, trademark and/or license agreement with a Qualified Franchisor on then prevailing market terms, and such Franchise Agreement shall have been approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed, provided, however, that in the event that Lender fails to respond to a request for the approval pursuant to this Section 5.24(d) within five (5) Business Days of Borrower’s request, Borrower may deliver a second request for such approval and, provided that such second request contains a bold face, conspicuous legend at the top of the first page thereof to the effect that “IF YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,” and Lender fails to respond to such request for approval five (5) Business Days after Lender has received from Borrower such second request and all information reasonably required by Lender in order to adequately review such request, Lender shall be deemed to have given such approval; (e) the Franchise Agreement shall not grant to Franchisor any right of first offer, right of first refusal or option to purchase any Individual Property unless such rights are specifically subject and subordinate to the Mortgage, the Other Senior Mezzanine Pledge Agreements, the Pledge Agreement and the Lien thereof and the Franchisor acknowledges and agrees that in no event shall such right(s) apply in connection with (i) Mortgage Loan Lender’s foreclosure (or similar exercise of remedies) on any Individual Property or any sale of all or a portion of the Properties, (ii) Other Senior Mezzanine Lender’s foreclosure of the Other Senior Mezzanine Collateral after such foreclosure or similar exercise of remedies or (iii) Lender’s foreclosure of the Collateral after such foreclosure or similar exercise of remedies; (f) Borrower shall cause Franchisor to deliver to Lender a comfort letter containing customary mezzanine lender protections, including mortgagee notice and cure rights and the right of Lender to continue to own and operate all or a portion of the affected Individual Property under the Franchise Agreement without the payment of any administrative or other fees in addition to the fees and other amounts due to Franchisor first accruing after Lender (or its successors or assigns) becomes the indirect owner of the applicable Individual Property; and (g) In connection with the entering into of a new Franchise Agreement with respect to an Individual Property that was previously operated and branded solely under the terms of a Management Agreement, Borrower shall have simultaneously entered into a Management Agreement with a Qualified Manager in accordance with the provisions of Section 5.14 and delivered a subordination and attornment agreement in favor of Lender from such Qualified Manager in form acceptable to Lender In the event a Mortgage Loan Borrower or Maryland Owner enters into a Franchise Agreement as permitted herein, such Franchise Agreement shall be a “Franchise Agreement” hereunder and the provisions of Section 5.23 shall apply thereto.