BUSINESS
OF AN ESTABLISHED FRANCHISEE BORROWER AS PROVIDED IN SECTION 4.3, THE SERVICER
SHALL REFRAIN FROM EXERCISING REMEDIES AGAINST SUCH BORROWER FOR AS LONG AS THE
SPONSOR IS COMPLYING WITH SECTION 4.3, UNLESS A CREDIT EVENT HAS OCCURRED AND IS
CONTINUING OR THE REQUIRED PARTICIPANTS OTHERWISE AGREE.
RIGHTS AFTER RESPONSE PERIOD AND FOR LOAN DEFAULTS OTHER THAN LOAN PAYMENT
DEFAULTS.
IN THE EVENT THAT ANY LOAN DEFAULT OTHER THAN A LOAN PAYMENT DEFAULT
OCCURS AND IS CONTINUING AFTER THE EXPIRATION OF THE RESPONSE PERIOD, OR THAT
ANY LOAN PAYMENT DEFAULT IS NOT CURED DURING THE APPLICABLE RESPONSE PERIOD, (I)
THE SERVICER SHALL HAVE THE RIGHT TO (A) DEMAND THAT SPONSOR COMPLY WITH ITS
OBLIGATIONS WITH RESPECT TO SUCH DEFAULTED LOAN SET FORTH IN ARTICLE 10 AND (B)
ADMINISTER AND ENFORCE SUCH LOAN AS IT DEEMS APPROPRIATE, WITHOUT REGARD TO ANY
LIMITATIONS OR RESTRICTIONS SET FORTH HEREIN (BUT SUBJECT TO ARTICLE 3 IN ALL
EVENTS) OR IN ANY OTHER OPERATIVE DOCUMENT, AND (II) NOTWITHSTANDING ANYTHING
CONTAINED IN THIS ARTICLE TO THE CONTRARY, THE SPONSOR SHALL, WITHIN FIVE (5)
BUSINESS DAYS OF ITS RECEIPT OF A WRITTEN DEMAND FROM THE SERVICER INSTRUCTING
IT TO DO SO, (A) PURCHASE THE LOAN INDEBTEDNESS OF THE DEFAULTED LOAN AND ASSUME
THE LOAN COMMITMENT RELATED THERETO, SUBJECT TO THE LIMITATIONS IN SECTION 10.2,
OR (B) AT THE REQUEST OF THE SERVICER, MADE EITHER AT ITS OPTION OR AT THE
REQUEST OF THE REQUIRED PARTICIPANTS, EXERCISE ANY OR ALL OF THE REMEDIES SET
FORTH IN SECTION 4.3 WITH RESPECT TO SUCH DEFAULTED LOAN EXCEPT TO THE EXTENT
PROHIBITED BY APPLICABLE LAW IN THE CASE OF THE BANKRUPTCY OF THE DEFAULTED
BORROWER.
NOTWITHSTANDING ANY OTHER PROVISION OF THE OPERATIVE DOCUMENTS TO THE
CONTRARY, THE REPURCHASE BY THE SPONSOR OF ANY LOAN OR LOAN COMMITMENT UPON
TERMINATION (OR FAILURE TO RENEW) OF THE RELEVANT BORROWER'S FRANCHISE AGREEMENT
BY THE SPONSOR FOR ANY REASON OTHER THAN DEFAULT THEREUNDER BY SUCH BORROWER
SHALL NOT BE DEEMED TO BE A PAYMENT PURSUANT TO ARTICLE 10 AND SHALL NOT REDUCE
THE MAXIMUM AMOUNT THEREUNDER.
REPRESENTATIONS AND WARRANTIES
The Sponsor represents and warrants to the Servicer and each Participant as
follows:
EXISTENCE; POWER.
THE SPONSOR AND EACH OF ITS SUBSIDIARIES (I) IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING AS A CORPORATION UNDER THE LAWS
OF THE JURISDICTION OF ITS ORGANIZATION, (II) HAS ALL REQUISITE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED, AND (III) IS DULY QUALIFIED
TO DO BUSINESS, AND IS IN GOOD STANDING, IN EACH JURISDICTION WHERE SUCH
QUALIFICATION IS REQUIRED, EXCEPT WHERE A FAILURE TO BE SO QUALIFIED COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
ORGANIZATIONAL POWER; AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH CREDIT PARTY OF THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY ARE WITHIN
SUCH CREDIT PARTY'S ORGANIZATIONAL POWERS AND HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ORGANIZATIONAL, AND IF REQUIRED, STOCKHOLDER, ACTION. THIS AGREEMENT
HAS BEEN DULY EXECUTED AND DELIVERED BY THE SPONSOR, AND CONSTITUTES,