Franchise Agreements. The Franchise Agreements are in full force and effect and there is no default thereunder by any party thereto and no circumstance, condition or event has occurred that, with the passage of time and/or giving of notice, would constitute a default thereunder or entitle Franchisor to terminate any Franchise Agreement. All franchise fees, reservation fees, royalties, marketing fees and other sums and payable due under the Franchise Agreements have been paid in full or are current. A true, correct and complete copy of the Franchise Agreements, together with all amendments and ancillary agreements or side letters related thereto, have been delivered to Lender. The Loan, and the encumbrance of the Properties as security for the Loan, will not cause Borrower to violate any financial covenants contained in any Franchise Agreement.
Franchise Agreements. The Borrower will, and will cause each Loan Party to, satisfy and perform in all material respects all obligations of each such Person under each Franchise Agreement, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Franchise Agreements. (a) Each Borrowers shall (i) observe and perform and perform all of the material terms, covenants, conditions and provisions of the Franchise Agreements to be observed and performed by any of them at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything which could reasonably be expected to result in a material default under or material breach of any of the terms of any Franchise Agreement, (iii) not cancel, surrender, modify, amend, waive or release any Franchise Agreement in any material respect or any term, provision or right of a Borrower thereunder in any material respect, or consent to or permit to occur any of the foregoing; except that, subject to Section 9.24(b) below, a Borrower may cancel, surrender or release any Franchise Agreement in the ordinary course of the business of such Borrower; provided that, Borrowers shall give Lender not less than ten (10) days prior written notice of the intention to so cancel, surrender and release any such Franchise Agreement, (iv) give Lender prompt written notice of any Franchise Agreement entered into by any Borrower after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as lender may reasonably request, (v) give Lender prompt written notice of any material breach of any obligation, or any default, by any party under any Franchise Agreement, and deliver to Lender (promptly upon the receipt thereof by a Borrower in the case of a notice to a Borrower, and concurrently with the sending thereof in the case of a notice from a Borrower) a copy of each notice of default received or delivered by a Borrower in connection with any Franchise Agreement, and (vi) furnish to Lender, promptly upon the request of Lender, such information and evidence as Lender may reasonable require from time to time concerning the observance, performance and compliance by any Borrower or the other party or parties thereto with the terms, covenants or provisions of any Franchise Agreement.
Franchise Agreements. Each Franchise Agreement is in full force and effect, there is no material default thereunder by any party thereto and to the best of Borrower’s and Operating Lessee’s knowledge and except as set forth on Schedule 2 hereof, no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder, and no fees under any Franchise Agreement are accrued and unpaid.
Franchise Agreements. (a) Each Non-Marriott Property shall be operated under the terms and conditions of the applicable Franchise Agreement in all material respects. Each Borrower shall or shall cause the applicable Operating Lessee to (i) pay all sums required to be paid by the franchisee under each Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the part of the franchisee thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said franchisee under each Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to any Borrower and/or Operating Lessee of any material default by the franchisee in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of the franchisee thereunder to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a material default under the Franchise Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Franchise Agreement.
Franchise Agreements. At all times cause each Borrowing Base Asset that is subject to a franchise agreement or similar arrangement to be operated by an Approved Franchisor who has entered into a franchise agreement or similar agreement with respect to such Asset in form and substance satisfactory to the Administrative Agent.
Franchise Agreements. The Borrower has delivered to the Administrative Agent true and complete copies of any franchise agreements to which the Borrower or any of its Subsidiaries is a party.
Franchise Agreements. With respect to the Company or any New Vehicle Borrower, (i) any Franchise Agreement of the Company or such New Vehicle Borrower is terminated or suspended or expires and a replacement for such Franchise Agreement is not entered into within thirty (30) days of such termination, suspension or expiration; or (ii) there occurs a default by any Person in the performance or observance of any term of any Franchise Agreement which is not cured within any applicable cure period therein, except in each case referred to in clauses (i) and (ii) to the extent such termination, suspension, expiration, or default (either individually or in the aggregate) could not reasonably be expected to have a Material Adverse Effect; provided that, in the event a Franchise Agreement expires in accordance with its terms, if and for so long as the respective dealership Subsidiary and manufacturer or distributor are negotiating in good faith to renew such Franchise Agreement, and the respective manufacturer or distributor has not taken (and is not reasonably expected to take) any action to terminate such Franchise Agreement, such expiration shall not by itself be considered a New Vehicle Event of Default under this Section 8.05(k); or
Franchise Agreements. Each franchise agreement, in each case between a Subsidiary and the applicable manufacturer has been duly authorized by the Company and such Subsidiaries, and, as of the Closing Time, the Company shall have obtained all consents, authorizations and approvals from the Manufacturers required to consummate the transactions contemplated hereby or by the Offering Memorandum.
Franchise Agreements. No Loan Party will maintain or distribute any Franchise Disclosure Documents, or enter into any Franchise Agreements, in violation of Section 4.28(c).
