RESOLD THE FRANCHISE AND INVENTORY OF SUCH DEFAULTED BORROWER WITHIN THE
EXTENDED RESPONSE PERIOD IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE
FRANCHISE AGREEMENT FOR A PURCHASE PRICE EQUAL TO OR IN EXCESS OF THE MINIMUM
PURCHASE PRICE (WHICH AMOUNT SHALL BE PAID DIRECTLY TO THE SERVICER IN RETURN
FOR THE ASSIGNMENT TO THE SPONSOR OF THE DEFAULTED LOAN, THE RELATED LOAN
COMMITMENT AND THE LIENS OF THE SERVICER THEREON, AND APPLIED BY THE SERVICER TO
THE SPONSOR'S PURCHASE OF THE OUTSTANDING LOAN INDEBTEDNESS OF SUCH DEFAULTED
LOAN AND RELATED LOAN COMMITMENT, WITH ANY DEFICIENCY RECOVERED PURSUANT TO THE
NEXT PARAGRAPH), SPONSOR SHALL PURCHASE THE OUTSTANDING LOAN INDEBTEDNESS OF
SUCH DEFAULTED LOAN AND ANY RELATED LOAN COMMITMENT FROM THE SERVICER FOR THE
MINIMUM PURCHASE PRICE AND ANY DEFICIENCY AMOUNT MAY BE COLLECTED BY THE
SERVICER, FOR THE BENEFIT OF THE PARTICIPANTS, PURSUANT TO SUBSECTION (C) BELOW.
IN THE EVENT THAT (I) DURING THE INITIAL RESPONSE PERIOD FOR ANY ESTABLISHED
FRANCHISEE LOAN OF A DEFAULTED BORROWER, THE SPONSOR HAS NOT WAIVED OR CURED ANY
LOAN PAYMENT DEFAULT, AND HAS NOT ASSUMED THE OPERATION OF THE STORES OF THE
DEFAULTED BORROWER, OR (II) THE SPONSOR HAS NOT RESOLD THE FRANCHISE AND
INVENTORY OF THE DEFAULTED BORROWER DURING THE EXTENDED RESPONSE PERIOD IN
ACCORDANCE WITH THE TERMS OF THE APPLICABLE FRANCHISE AGREEMENT, OR HAS RESOLD
THE FRANCHISE AND INVENTORY FOR AN AMOUNT LESS THAN THE MINIMUM PURCHASE PRICE,
THEN THE SPONSOR WILL PURCHASE, UPON DEMAND BY THE SERVICER, THE ESTABLISHED
FRANCHISEE LOAN AND THE RELATED LOAN COMMITMENT OF SUCH DEFAULTED BORROWER FOR
AN AMOUNT EQUAL TO THE OUTSTANDING LOAN
INDEBTEDNESS OF THE DEFAULTED LOAN PURSUANT TO ITS GUARANTY SET FORTH IN SECTION
10.1, SUBJECT TO THE LIMITATIONS IN SECTION 10.2.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT THE SPONSOR IS PROHIBITED BY
APPLICABLE LAW, COURT ORDER OR OTHER LEGAL IMPEDIMENT FROM EXERCISING THE
OPTIONS SET FORTH IN SUBSECTION (A) OR (B) ABOVE, THE SERVICER MAY, WITH THE
CONSENT OF THE REQUIRED PARTICIPANTS AND SHALL, UPON THE WRITTEN REQUEST OF THE
REQUIRED PARTICIPANTS, REQUIRE THAT THE SPONSOR PROMPTLY PURCHASE THE LOAN
PURSUANT TO SUBSECTION (C) ABOVE.
RIGHTS DURING RESPONSE PERIOD.
UNLESS A CREDIT EVENT OR AN UNMATURED CREDIT
EVENT HAS OCCURRED AND IS CONTINUING, THE SERVICER SHALL REFRAIN DURING ANY
RESPONSE PERIOD FROM TAKING ANY LEGAL ACTION AGAINST THE DEFAULTED BORROWER
UNDER THE DEFAULTED LOAN WHICH IS THE SUBJECT OF SUCH RESPONSE PERIOD, AND FROM
ACCELERATING PAYMENT OF THE LOAN INDEBTEDNESS UNDER SUCH DEFAULTED LOAN BUT THE
SERVICER SHALL CEASE FUNDING ANY FURTHER ADVANCES PURSUANT TO THE LOAN
COMMITMENT TO SUCH DEFAULTED BORROWER.
IF THE SPONSOR WAIVES AND CURES ANY LOAN
PAYMENT DEFAULT PRIOR TO THE EXPIRATION OF A RESPONSE PERIOD, THEN AS TO EACH
LOAN PAYMENT DEFAULT SO WAIVED AND CURED, THE DEFAULTED BORROWER'S AND THE
SERVICER'S RESPECTIVE RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS SHALL BE
RESTORED TO THE SAME STATUS AS IF SUCH WAIVED LOAN PAYMENT DEFAULT NEVER
OCCURRED.
IN ADDITION, IF THE SPONSOR TAKES OVER THE OPERATION OF THE