New Franchise Agreements. As of the applicable New Asset Addition Date with respect to a New Franchise Agreement acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that: (i) such New Franchise Agreement does not contain terms and conditions that are reasonably expected to result in (A) a material decrease in the amount of Collections or Retained Collections constituting Franchisee Payments, taken as a whole, (B) a material adverse change in the nature, quality or timing of Collections constituting Franchisee Payments, taken as a whole, or (C) a material adverse change in the types of underlying assets generating Collections constituting Franchisee Payments, taken as a whole, in each case when compared to the amount, nature or quality of, or types of assets generating, Collections that could have been reasonably expected to result had such New Franchise Agreement been entered into in accordance with the then-current Franchise Documents; (ii) such New Franchise Agreement is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (iii) such New Franchise Agreement complies in all material respects with all applicable Requirements of Law; (iv) the Franchisee related to such agreement is not the subject of a bankruptcy proceeding; (v) royalty fees payable pursuant to such New Franchise Agreement are payable by the related Franchisee at least monthly; (vi) except as required by applicable Requirements of Law, such New Franchise Agreement contains no contractual rights of set-off; and (vii) except as required by applicable Requirements of Law, such New Franchise Agreement is freely assignable by the applicable Securitization Entities.
New Franchise Agreements. As of the applicable New Asset Addition Date with respect to a New Franchise Agreement acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Control Party that:
New Franchise Agreements. Master Franchisee will utilize guidelines to be agreed upon for approving New Franchisees. Master Franchisee will conduct a mandatory background check on each New Franchisee and all principals thereof and will not enter into a New Franchise Agreement with such New Franchisee if the results of the background check reveal (i) prior or current criminal activity which would or would reasonably be expected to rise to the level of a felony offense, or (ii) that the New Franchisee or any of the principals thereof has been accused by a competent regulator, voluntarily disclosed or admitted to, or has otherwise been found by a court of competent jurisdiction to have violated, attempted to violate, aided or abetted another party to violate, or conspired to violate, any of the Anti-Corruption Laws. In addition, Master Franchisee will not enter into a New Franchise Agreement with a Competitor.
New Franchise Agreements. Purchaser, at its sole cost and expense, shall make all necessary applications for, and shall diligently pursue, a franchise agreement with each Licensor, on such Licensor’s current standard form (each, a “New Franchise Agreement”), for the continued participation by each Hotel from and after the Closing Date in the Franchisor’s system of hotels in which such Hotel participates as of the Contract Date. Purchaser shall keep Seller informed of the status of such applications, and shall promptly respond to Seller’s inquiries regarding the status of the same. Purchaser acknowledges that it is fully aware that in connection with any New Franchise Agreement, Licensor may require a Property Improvement Plan (“PIP”), pursuant to which Purchaser may be required to upgrade and make certain improvements at a Hotel in connection with its purchase thereof. All such upgrades and improvements shall be performed after Closing, with the first eighty percent (80%) of such costs to be borne by Manager and the final twenty percent (20%) of such costs to be borne by Purchaser (with a final true-up if actual costs vary from estimates). Purchaser shall have each New Franchise Agreement in place on the Closing Date.
New Franchise Agreements. Following the Closing Date, the Borrowers shall not enter into any Franchise Agreement with projected up-front Capital Expenditures in excess of $5,000,000 without the consent of the Administrative Agent and the Required Lenders.
New Franchise Agreements. In axx xx xxx Xxxx Documents which pertain to an Affected Property, references to a "Franchise Agreement" or a "franchise agreement" with respect to any Affected Property shall refer, respectively, to the corresponding New Franchise Agreement.
New Franchise Agreements. Promptly following the Contract Date, Purchaser, at its sole cost and expense, shall make all necessary applications for, and shall diligently pursue, a new franchise agreement or a transfer of the Existing Franchise Agreement (as applicable, “New Franchise Agreement”) with Marriott, on Marriott’s current standard form (with such changes as may be reasonably acceptable to Marriott), for the continued participation by the Hotel from and after the Closing Date in the Marriott system of hotels. Purchaser shall keep Seller informed of the status of such applications, and shall promptly respond to Seller’s inquiries regarding the status of the same. Purchaser acknowledges that during the process of obtaining the New Franchise Agreement it must also reach agreement with Marriott concerning the conditions and requirements relating to Marriott’s “Property Improvement Program” (“PIP”), under which Purchaser will be required to upgrade and make certain improvements at the Hotel in connection with its purchase thereof. All such upgrades and improvements shall be performed at Purchaser’s sole cost and expense. Seller shall cooperate with Purchaser in all reasonable respects in connection with Purchaser obtaining the issuance of new Permits to Purchaser or Purchaser’s Designee that may be necessary in connection with the upgrading and making of improvements at the Hotel pursuant to the PIP, each to be effective no earlier than Closing.
New Franchise Agreements. Purchaser shall have entered into a new franchise agreement (“New Franchise Agreement”) with the Franchisor, in each case in accordance with the applicable Franchisor’s then current Franchise Disclosure Document. Following the Due Diligence Expiration Date, Purchaser shall diligently pursue obtaining the New Franchise Agreement for each Hotel by the Closing Date. Seller shall (i) upon request, deliver to each Franchisor any and all applications, authorizations, consents, approvals and other documents that may be necessary for in order for Purchaser to obtain the New Franchise Agreement, as the case may be, and (ii) without limitation of the foregoing, provide reasonable cooperation to Purchaser in connection with Purchaser’s efforts to obtain the New Franchise Agreement.
New Franchise Agreements. As of the applicable New Asset Addition Date with respect to any New Franchise Agreement acquired or entered into on such New Asset Addition Date:
New Franchise Agreements. If Purchaser (in its discretion) elects to continue operating any Hotel under the its existing Brand or a new brand after the Closing, then Purchaser, at its cost and expense, shall obtain (a) the consent to the assignment and assumption of the Existing Franchise Agreement from Existing Franchisor for the applicable Hotel (an “Assignment of Existing Franchise Agreement”), or (b) a new franchise agreement either with the Existing Franchisor or a new franchisor (a “New Franchise Agreement”) for the applicable Hotel, on such terms as Purchaser’s deems acceptable. In the case of an Assignment of Existing Franchise Agreement, Purchaser shall (i) obtain a full release from Existing Franchisor of all Seller Indemnitees from all liabilities and obligations under the Existing Franchise Agreement for the applicable Hotel, guaranty and other agreements for the applicable Hotel with Existing Franchisor or any of its Affiliates, if any, arising before the Closing, except for any unpaid fees accrued before the Closing, and (ii) if required by Existing Franchisor, provide a replacement guaranty acceptable to Existing Franchisor for the Existing Franchise Agreement for the applicable Hotel. If Purchaser fails to obtain an Assignment of Existing Franchise Agreement or a New Franchise Agreement for any Hotels by the Closing, then such Hotels shall be operated as independent Hotels without a brand after the Closing, until such time that Purchaser enters into a New Franchise Agreement or closes the Hotels. Notwithstanding anything to the contrary in this Agreement, Purchaser’s failure to obtain an Assignment of Existing Franchise Agreement or a New Franchise Agreement shall not be a condition to closing, and Purchaser’s shall not have the right to postpone the Closing or terminate this Agreement due to Purchaser’s failure to obtain an Assignment of Existing Franchise Agreement or New Franchise Agreement.
