Common use of Acquisition of Assets Clause in Contracts

Acquisition of Assets. The Co-Issuers will not, and will not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the applicable Manager would constitute a breach by such Manager of the applicable Management Agreement or (ii) that is a lease, license or other contract or permit, if the grant of a lien or security interest in any of the applicable Securitization Entity’s right, title and interest in, to or under such lease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreements (a) would be prohibited by the terms of such lease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or PPSA or any other applicable law. Notwithstanding any language to the contrary in this Section 8.17, in the case of clause (ii) above, each Co-Issuer and each Securitization Entity will be in compliance with this Section 8.17, if each Issuer and each Securitization Entity uses commercially reasonable efforts to comply with clause (ii).

Acquisition of Assets. The Co-Issuers will Master Issuer shall not, and will shall not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the applicable Manager would constitute a breach by such the Manager of the applicable Management Agreement or (ii) that is a lease, sublease, license (other than the IP License Agreements or permitted sublicenses thereunder, licenses for Intellectual Property obtained in the ordinary course of business, the Securitized Corporate-Owned Store Leases and any leases with respect to Franchise Stores in respect of which a Securitization Entity is the prime lessee) or other contract or permit, if the grant of a lien Lien or security interest in any of the applicable Securitization Entity’s Entities’ right, title and interest in, to or under such lease, sublease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreements Agreement (a) would be prohibited by the terms of such lease, sublease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or PPSA or any other applicable law. Notwithstanding any language to Unless prohibited by a Series Supplement, the contrary Master Issuer may purchase Notes on the open market or accept as a capital contribution from a direct or indirect parent of the Master Issuer one or more Notes, and such Notes may be cancelled in this accordance with Section 8.17, in the case of clause (ii) above, each Co-Issuer and each Securitization Entity will be in compliance with this Section 8.17, if each Issuer and each Securitization Entity uses commercially reasonable efforts to comply with clause (ii)2.14.

Acquisition of Assets. The Co-Issuers will Master Issuer shall not, and will shall not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the applicable Manager would constitute a breach by such the Manager of the applicable Management Agreement or (ii) that is a leaselicense (other than the IP License Agreements or permitted sublicenses thereunder, license licenses for Intellectual Property obtained in the ordinary course of business) or other contract (other than leases or subleases for real property) or permit, if the grant of a lien Lien or security interest in any of the applicable Securitization Entity’s Entities’ right, title and interest in, to or under such lease, sublease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreements Agreement (a) would be prohibited by the terms of such lease, sublease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or PPSA or any other applicable law. Notwithstanding any language to Unless prohibited by a Series Supplement, the contrary Master Issuer may purchase Notes on the open market or accept as a capital contribution from a direct or indirect parent of the Master Issuer one or more Notes, and such Notes may be cancelled in this accordance with Section 8.17, in the case of clause (ii) above, each Co-Issuer and each Securitization Entity will be in compliance with this Section 8.17, if each Issuer and each Securitization Entity uses commercially reasonable efforts to comply with clause (ii)2.14.

Acquisition of Assets. The CoIssuerCo-Issuers will not, and will not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the applicable Manager would constitute a breach by such thesuch Manager of the applicable Management Agreement or (ii) that is a lease, license or other contract or permit, if the grant of a lien or security interest in any of the applicable Securitization Entity’s right, title and interest in, to or under such lease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreements AgreementAgreements (a) would be prohibited by the terms of such lease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or PPSA or any other applicable law. Notwithstanding any language to the contrary in this Section 8.17, in the case of clause (ii) above, each the Issuereach Co-Issuer and each Securitization Entity will be in compliance with this Section 8.17, if each theeach Issuer and each Securitization Entity uses commercially reasonable efforts to comply with clause (ii).

Acquisition of Assets. The Co-Issuers will Master Issuer shall not, and will shall not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the applicable Manager would constitute a breach by such the Manager of the applicable Management Agreement or (ii) that is a lease, sublease, license (other than the IP License Agreements, licenses of Intellectual Property obtained in the ordinary course of business, or to the extent existing as of the Closing Date, licenses of Excluded IP and/or Excepted Securitization IP Assets, or permitted sublicenses under any of the foregoing) or other contract or permit, if the grant of a lien Lien or security interest in any of the applicable Securitization Entity’s Entities’ right, title and interest in, to or under such lease, sublease, license, contract or permit in the a manner contemplated by the Base Indenture and the Guarantee and Collateral Agreements Agreement (a) would be prohibited by the terms of such lease, sublease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or PPSA or any other applicable law. Notwithstanding any language to Unless prohibited by a Series Supplement, the contrary Master Issuer may purchase Notes on the open market or accept as a capital contribution from a direct or indirect parent of the Master Issuer one or more Notes, and such Notes may be cancelled in this accordance with Section 8.17, in the case of clause (ii) above, each Co-Issuer and each Securitization Entity will be in compliance with this Section 8.17, if each Issuer and each Securitization Entity uses commercially reasonable efforts to comply with clause (ii)2.14.

Acquisition of Assets. The Co-Issuers will Master Issuer shall not, and will shall not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the applicable Manager would constitute a breach by such the Manager of the applicable Management Agreement or (ii) that is a lease, sublease, license (other than the IP License Agreements or permitted sublicenses thereunder, licenses for Intellectual Property obtained in the ordinary course of business, the Securitized Corporate-Owned Store Leases and any leases with respect to Franchise Stores in respect of which a Securitization Entity is the prime lessee) or other contract or permit, if the grant of a lien Lien or security interest in any of the applicable Securitization Entity’s Entities’ right, title and interest in, to or under such lease, sublease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreements Agreement (a) would be prohibited by the terms of such lease, sublease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or PPSA or any other applicable law. Notwithstanding any language to Unless prohibited by a Series Supplement, the contrary Master Issuer may purchase Notes on the open market or accept as a capital contribution from a direct or indirect parent of the Master Issuer one or more Notes, and such Notes may be cancelled in this accordance with Section 8.17, in the case of clause (ii) above, each Co-Issuer and each Securitization Entity will be in compliance with this 2.14. Section 8.17, if each Issuer and each Securitization Entity uses commercially reasonable efforts to comply with clause (ii).8.18

Acquisition of Assets. The Co-Issuers Issuer will not, and will not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the applicable Manager would constitute a breach by such the Manager of the applicable Management Agreement or (ii) that is a lease, license license, or other contract or permit, if the grant of a lien or security interest in any of the applicable Securitization Entity’s Entities’ right, title and interest in, to or under such lease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreements Agreement (a) would be prohibited by the terms of such lease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or PPSA or any other applicable law. Notwithstanding any language to the contrary in this Section 8.17, in the case of clause (ii) above, each Co-the Issuer and each Securitization Entity will be in compliance with this Section 8.17, 8.17 if each the Issuer and each Securitization Entity uses commercially reasonable efforts to comply with clause (ii).