Subsidiaries. Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or formed, is validly existing as a corporation or limited liability company and is in good standing (or its equivalent) under the laws of the jurisdiction of its incorporation or formation, has the corporate or limited liability company power and authority to own, lease and operate its property and to conduct its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the issued shares of capital stock or other equity or ownership interests of each of the Company’s subsidiaries have been duly and validly authorized and issued, are fully paid and nonassessable, and are owned directly or through wholly-owned subsidiaries by the Company, free and clear of all liens, encumbrances, equities or claims, other than # transfer restrictions imposed under the Securities Act, # the securities or Blue Sky laws of certain jurisdictions, # Burger King Company LLC's rights, under the Company's franchise agreements for its Burger King restaurants or otherwise, in each case, as disclosed in the Registration Statement and the Prospectus, # Popeyes Louisiana Kitchen, Inc.'s rights, under the Company's franchise agreements for its Popeyes restaurants or otherwise, in each case, as disclosed in the Registration Statement and the Prospectus and # otherwise as disclosed in the Registration Statement and the Prospectus. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity required to be listed in [Exhibit 21] to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023, other than the subsidiaries listed therein.

Subsidiaries. Set forth on [Schedule 3.12(a)] is a list of the Borrower’s Subsidiaries as of the Original Effective Date.

Subsidiaries. [Schedule 3.12] sets forth the name and jurisdiction of organization of, and the ownership of the Company and each other Subsidiary in, each Subsidiary, identifying each such Subsidiary that is a Loan Party, in each case as of the Restatement Effective Date.

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on [Schedule 4.1(a)] (individually, a “Subsidiary” and collectively, the “Subsidiaries”). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Subsidiaries. Set forth in Part A of [Schedule IV] is a complete and correct list of all of the Subsidiaries of the Borrower on the Effective Date together with, for each such Subsidiary, # the jurisdiction of organization of such Subsidiary, # each Person holding ownership interests in such Subsidiary, # the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests and # whether such Subsidiary is a Designated Subsidiary or an Excluded Asset (other than a Designated Subsidiary). Except as disclosed in Part A of [Schedule IV], as of the Effective Date, # the Borrower owns, free and clear of Liens (other than any lien permitted by [Section 6.02] hereof), and has the unencumbered right to vote, all outstanding ownership interests in each Subsidiary shown to be held by it in Part A of [Schedule IV], # all of the issued and outstanding capital stock of each such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable (to the extent such concepts are applicable) and # there are no outstanding Equity Interests with respect to such Subsidiary. Each Subsidiary identified on said Part A of [Schedule IV] as a “Designated Subsidiary” qualifies as such under the definition of “Designated Subsidiary” set forth in Section 1.01.

Subsidiaries. Except as disclosed in the Company’s SEC filings, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement. The Company’s subsidiaries are set forth in [Schedule B].

Subsidiaries. Other than as set forth in [Schedule 3.2] of the BRPA Schedules, BRPA has no direct or indirect Subsidiaries or participations in joint ventures or other entities. BRPA does not own, directly or indirectly, any equity or voting interest in any Person or has any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written or oral agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other Person.

Restriction on Future Indebtedness with ​-District Creditors. Without the prior written consent of Aegis, # no Obligor will issue to any ​-District Creditor nor any Affiliate thereof, any additional indebtedness beyond the aggregate amount of the ​-District Debt outstanding as of the Effective Date (provided, for the avoidance of doubt, the aggregate principal amount of the A&R ​-District Notes shall in no event be permitted to exceed $524,290 at any time and further provided, for the avoidance of doubt, that # any fees, interest, or other obligations that become due or payable pursuant to the terms of any ​-District Note Document as in effect on the Effective Date shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # any principal, fees, interest, or other obligations that become due or payable pursuant to the terms of any of the A&R ​-District Unsecured Notes, A&R ​ Warrant and A&R ​ Warrant, or any 2024 Warrant held by ​ or ​, in each case as in effect on the Effective Date, shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), and # the issuance by ​ of any Kicker Note to ​ and/or District in accordance with the 2024 Loan Agreement shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # no Obligor will grant any additional Lien as security for the ​-District Debt or any other indebtedness owing by any Obligor to any ​-District Creditor or any Affiliate thereof beyond those Liens granted as of the Effective Date pursuant to the ​-District Note Documents as in effect on the Effective Date (provided, for the avoidance of doubt, any Lien granted to the ​-District Creditors pursuant to the 2024 Security Agreement securing any Kicker Notes purchased by ​ and/or ​ pursuant to the 2024 Loan Agreement shall not be deemed an “additional Lien” for purposes of this [Section 11(a)(i)]), and # neither any ​-District Creditor nor any Affiliate thereof will accept any such issuance of additional indebtedness by any Obligor or the grant of any such additional Lien or enter into any agreement to effect the same. The ​-District Creditors and each of the Obligors agree and acknowledge that any issuance by any Obligor of any indebtedness to any ​-District Creditor or any Affiliate thereof and/or any grant by any Obligor of any Lien to any ​-District Creditor or any Affiliate thereof in violation of the terms of this [Section 11(a)(i)] shall be void ab initio and have no force or effect.

Future Cooperation. As with advisory role services, during the Severance Period, Pennypacker agrees to cooperate with the Company and to provide to the Company truthful information, testimony or affidavits requested in connection with any matter that arose during his employment. Pennypacker acknowledges that the severance pay he is receiving is partially provided in return for this specific obligation. This cooperation may be performed at reasonable times and places and in a manner as to not interfere with any other employment he may have at the time of request. The Company agrees to reimburse Pennypacker for expenses incurred in providing such cooperation, so long as such expenses are approved in advance by the Company.

Future Dealings. No right of the holders of Senior Indebtedness to enforce the subordination provisions contained in this Agreement shall at any time be prejudiced or impaired by any act or failure to act on the part of the Borrower or by a non-compliance by the Borrower with the terms of this Agreement. The holders of Senior Indebtedness may extend, renew, modify or amend the terms of the documents evidencing the Senior Indebtedness or any security therefor and release, sell or exchange such security and otherwise deal freely with the Borrower all without affecting the liabilities and obligations of the parties to this Agreement.