Common use of Deposits and Withdrawals from the Asset Disposition Proceeds Accounts Clause in Contracts

Deposits and Withdrawals from the Asset Disposition Proceeds Accounts. (i) If any Service Recipient disposes of property pursuant to a Permitted Asset Disposition (other than pursuant to clause (xix) of the definition thereof), or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds as determined by the applicable Manager, on behalf of the related Service Recipient, such proceeds (net of, notwithstanding such proceeds not constituting Asset Disposition Proceeds, amounts described in clause (ii) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Locations only (without duplication of any amounts in such clause (ii)), further net of the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent such amounts constitute Asset Disposition Proceeds (including without limitation, any Asset Disposition Proceeds from any Refranchising Asset Disposition), such amounts will be promptly deposited (and in any event within (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 and (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof by the applicable Service Recipients (or the applicable Manager on their behalf) to the applicable Asset Disposition Proceeds Account. At the election of such Service Recipient or the applicable Manager on its behalf, such Service Recipients may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds; provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Accounts shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Accounts in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall be subject to (i) the delivery by the applicable Manager to the Control Party, the Trustee, and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager); provided that (A) with respect to the aggregate Asset Disposition Proceeds from Refranchising Asset Dispositions (such proceeds, “Refranchising Proceeds”) in excess of the Refranchising Proceeds Cap in any fiscal year if, after giving pro forma effect to such Refranchising Asset Disposition and any proposed reinvestment of the related Refranchising Proceeds in Eligible Assets (excluding the cash and cash equivalents maintained in the Asset Disposition Proceeds Accounts for netting purposes, as applicable), at the time of such proposed reinvestment (I) the pro forma Senior Leverage Ratio is greater than the Senior Leverage Ratio of the Series 2018-1 Closing Date or (II) the pro forma DSCR is less than the DSCR as of the Series 2018-1 Closing Date, such Refranchising Proceeds will be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date) and (B) the Refranchising Proceeds in any fiscal year will otherwise be subject to reinvestment as set forth in this paragraph. To the extent such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one-year period (each such period, an “Asset Disposition Reinvestment Period”), the applicable Co-Issuer (or the applicable Manager on its behalf) shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and deposit such amount to the applicable Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the applicable Collection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds shall be deposited to the applicable Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. (ii) The Canadian Co-Issuer will hold Asset Disposition Proceeds attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such Asset Disposition Proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 5.10(c)(i). The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such Asset Disposition Proceeds, for such other Canadian Securitization Entity to reinvest any such proceeds in accordance with Section 5.10(c)(i) or to allow the Canadian Co-Issuer to make a loan to the Issuer pursuant to Section 5.10(c)(iii). (iii) Immediately prior to any application of such Asset Disposition Proceeds in accordance with priority (i) of the Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the Priority of Payments and deem a portion of such Asset Disposition Proceeds as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in accordance with Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such payment of such Residual Amount and such loan, the related Asset Disposition Proceeds are applied pursuant to the Priority of Payments by the Co-Issuers as if such loaned amount was Asset Disposition Proceeds of the recipient Co-Issuer and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Asset Disposition Proceeds Accounts. (i) If any Service Recipient disposes of property pursuant to a Permitted Asset Disposition (other than pursuant to clause (xix) of the definition thereof), or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds as determined by the applicable Manager, on behalf of the related Service Recipient, such proceeds (net of, notwithstanding such proceeds not constituting Asset Disposition Proceeds, amounts described in clause (ii) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Locations only (without duplication of any amounts in such clause (ii)), further net of the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent such amounts constitute Asset Disposition Proceeds (including without limitation, any Asset Disposition Proceeds from any Refranchising Asset Disposition), such amounts will be promptly deposited (and in any event within (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 and (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof by the applicable Service Recipients (or the applicable Manager on their behalf) to the applicable Asset Disposition Proceeds Account. At the election of such Service Recipient or the applicable Manager on its behalf, such Service Recipients may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, on and after the 2022 Springing Amendments Implementation Date, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds); provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Accounts shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Accounts in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall be subject to (i) the delivery by the applicable Manager to the Control Party, the Trustee, and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager); provided provided, further, that (A) with respect to the aggregate Asset Disposition Proceeds from Refranchising Asset Dispositions (such proceeds, “Refranchising Proceeds”) in excess of the Refranchising Proceeds Cap in any fiscal year if, after giving pro forma effect to such Refranchising Asset Disposition and any proposed reinvestment of the related Refranchising Proceeds in Eligible Assets (excluding the cash and cash equivalents maintained in the Asset Disposition Proceeds Accounts for netting purposes, as applicable), at the time of such proposed reinvestment (I) the pro forma Senior Leverage Ratio is greater than the Senior Leverage Ratio as of the Series 2018-1 Closing Date or (II) the pro forma DSCR is less than the DSCR as of the Series 2018-1 Closing Date, such Refranchising Proceeds will be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date) and (B) the Refranchising Proceeds in any fiscal year will otherwise be subject to reinvestment as set forth in this paragraph. To the extent such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one-year period (or, on and after the 2022 Springing Amendments Implementation Date, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds within one (1) calendar year following receipt of such Asset Disposition Proceeds, within such eighteen-month period, each such period, an “Asset Disposition Reinvestment Period”), the applicable Co-Issuer (or the applicable Manager on its behalf) shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and deposit such amount to the applicable Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the applicable Collection Account. In the event that such Securitization Entity has elected not to reinvest reinvestreinvested such Asset Disposition Proceeds, such Asset Disposition Proceeds shall be deposited to the applicable Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. (ii) The Canadian Co-Issuer will hold Asset Disposition Proceeds attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such Asset Disposition Proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 5.10(c)(i). The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such Asset Disposition Proceeds, for such other Canadian Securitization Entity to reinvest any such proceeds in accordance with Section 5.10(c)(i) or to allow the Canadian Co-Issuer to make a loan to the Issuer pursuant to Section 5.10(c)(iii). (iii) Immediately prior to any application of such Asset Disposition Proceeds in accordance with priority (i) of the Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the Priority of Payments and deem a portion of such Asset Disposition Proceeds as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in accordance with Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such payment of such Residual Amount and such loan, the related Asset Disposition Proceeds are applied pursuant to the Priority of Payments by the Co-Issuers as if such loaned amount was Asset Disposition Proceeds of the recipient Co-Issuer and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Asset Disposition Proceeds Accounts. (i) If any Service Recipient disposes of property pursuant to a Permitted Asset Disposition (other than pursuant to clause (xix) of the definition thereof), or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds as determined by the applicable Manager, on behalf of the related Service Recipient, such proceeds (net of, notwithstanding such proceeds not constituting Asset Disposition Proceeds, amounts described in clause (ii) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Locations only (without duplication of any amounts in such clause (ii)), further net of the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent such amounts constitute Asset Disposition Proceeds (including without limitation, any Asset Disposition Proceeds from any Refranchising Asset Disposition), such amounts will be promptly deposited (and in any event within (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 and (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof by the applicable Service Recipients (or the applicable Manager on their behalf) to the applicable Asset Disposition Proceeds Account. At the election of such Service Recipient or the applicable Manager on its behalf, such Service Recipients may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds; provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Accounts shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Accounts in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall be subject to (i) the delivery by the applicable Manager to the Control Party, the Trustee, and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager); provided that (A) with respect to the aggregate Asset Disposition Proceeds from Refranchising Asset Dispositions (such proceeds, “Refranchising Proceeds”) in excess of the Refranchising Proceeds Cap in any fiscal year if, after giving pro forma effect to such Refranchising Asset Disposition and any proposed reinvestment of the related Refranchising Proceeds in Eligible Assets (excluding the cash and cash equivalents maintained in the Asset Disposition Proceeds Accounts for netting purposes, as applicable), at the time of such proposed reinvestment (I) the pro forma Senior Leverage Ratio is greater than the Senior Leverage Ratio of the Series 2018-1 Closing Date or (II) the pro forma DSCR is less than the DSCR as of the Series 2018-1 Closing Date, such Refranchising Proceeds will be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date) and (B) the Refranchising Proceeds in any fiscal year will otherwise be subject to reinvestment as set forth in this paragraph. To the extent such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one-year period (each such period, an “Asset Disposition Reinvestment Period”), the applicable Co-Issuer (or the applicable Manager on its behalf) shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and deposit such amount to the applicable Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the applicable Collection Account. In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds shall be deposited to the applicable Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. (ii) The Canadian Co-Issuer will hold Asset Disposition Proceeds attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such Asset Disposition Proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 5.10(c)(i). The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such Asset Disposition Proceeds, for such other Canadian Securitization Entity to reinvest any such proceeds in accordance with Section 5.10(c)(i) or to allow the Canadian Co-Issuer to make a loan to the Issuer pursuant to Section 5.10(c)(iii). (iii) Immediately prior to any application of such Asset Disposition Proceeds in accordance with priority (i) of the Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the Priority of Payments and deem a portion of such Asset Disposition Proceeds as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Co- Issuer in accordance with Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such payment of such Residual Amount and such loan, the related Asset Disposition Proceeds are applied pursuant to the Priority of Payments by the Co-Issuers as if such loaned amount was Asset Disposition Proceeds of the recipient Co-Issuer and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate.

Deposits and Withdrawals from the Asset Disposition Proceeds Accounts. (i) If any Service Recipient disposes of property pursuant to a Permitted Asset Disposition (other than pursuant to clause (xix) of the definition thereof), or any other disposition not permitted under the terms of this Base Indenture, (i) to the extent the proceeds thereof do not constitute Asset Disposition Proceeds as determined by the applicable Manager, on behalf of the related Service Recipient, such proceeds (net of, notwithstanding such proceeds not constituting Asset Disposition Proceeds, amounts described in clause (ii) of the definition of “Asset Disposition Proceeds” and, in the case of Post-Issuance Acquired Locations only (without duplication of any amounts in such clause (ii)), further net of the original cost of acquisition of such asset, including reasonable and customary related expenses) shall be treated as Collections with respect to the Quarterly Fiscal Period in which such proceeds are received; and (ii) to the extent such amounts constitute Asset Disposition Proceeds (including without limitation, any Asset Disposition Proceeds from any Refranchising Asset Disposition), such amounts will be promptly deposited (and in any event within (x) five (5) Business Days with respect to a disposition resulting in Asset Disposition Proceeds in excess of $25,000 and (y) 90 days with respect to a disposition resulting in Asset Disposition Proceeds less than or equal to $25,000) following receipt thereof by the applicable Service Recipients (or the applicable Manager on their behalf) to the applicable Asset Disposition Proceeds Account. At the election of such Service Recipient or the applicable Manager on its behalf, such Service Recipients may reinvest such Asset Disposition Proceeds in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds (or, on and after the 2022 Springing Amendments Implementation Date, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds within one (1) calendar year following receipt of such Asset Disposition Proceeds, within eighteen (18) calendar months following receipt of such Asset Disposition Proceeds); provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Accounts shall be withdrawn substantially in accordance with a Quarterly Fiscal Period budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Accounts in excess in any material respect of amounts set forth in the Quarterly Fiscal Period budget shall be subject to (i) the delivery by the applicable Manager to the Control Party, the Trustee, and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager); provided provided, further, that (A) with respect to the aggregate Asset Disposition Proceeds from Refranchising Asset Dispositions (such proceeds, “Refranchising Proceeds”) in excess of the Refranchising Proceeds Cap in any fiscal year if, after giving pro forma effect to such Refranchising Asset Disposition and any proposed reinvestment of the related Refranchising Proceeds in Eligible Assets (excluding the cash and cash equivalents maintained in the Asset Disposition Proceeds Accounts for netting purposes, as applicable), at the time of such proposed reinvestment (I) the pro forma Senior Leverage Ratio is greater than the Senior Leverage Ratio as of the Series 2018-1 Closing Date or (II) the pro forma DSCR is less than the DSCR as of the Series 2018-1 Closing Date, such Refranchising Proceeds will be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date) and (B) the Refranchising Proceeds in any fiscal year will otherwise be subject to reinvestment as set forth in this paragraph. To the extent such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within such one-year period (or, on and after the 2022 Springing Amendments Implementation Date, if any Securitization Entity shall have entered into a binding commitment to reinvest such Asset Disposition Proceeds within one (1) calendar year following receipt of such Asset Disposition Proceeds, within such eighteen-month period, each such period, an “Asset Disposition Reinvestment Period”), the applicable Co-Issuer (or the applicable Manager on its behalf) shall withdraw an amount equal to all such un-reinvested Asset Disposition Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Asset Disposition Reinvestment Period and deposit such amount to the applicable Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the applicable Collection Account. In the event that such Securitization Entity has elected not to reinvest reinvested such Asset Disposition Proceeds, such Asset Disposition Proceeds shall be deposited to the applicable Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. (ii) The Canadian Co-Issuer will hold Asset Disposition Proceeds attributable to another Canadian Securitization Entity as agent for such Canadian Securitization Entity until such Asset Disposition Proceeds are applied pursuant to the Priority of Payments or reinvested in Eligible Assets in accordance with Section 5.10(c)(i). The Canadian Co-Issuer may enter into transactions with the other Canadian Securitization Entities to the extent permitted by Section 8.13, Section 8.18 and Section 8.21 to the extent necessary or helpful to give effect to the Priority of Payments (as determined by the Canadian Manager in accordance with the applicable Managing Standard) in order to acquire any such Asset Disposition Proceeds, for such other Canadian Securitization Entity to reinvest any such proceeds in accordance with Section 5.10(c)(i) or to allow the Canadian Co-Issuer to make a loan to the Issuer pursuant to Section 5.10(c)(iii). (iii) Immediately prior to any application of such Asset Disposition Proceeds in accordance with priority (i) of the Priority of Payments, the applicable Co-Issuer (or the Manager on its behalf) shall be permitted to disregard the requirements of the Priority of Payments and deem a portion of such Asset Disposition Proceeds as a payment of the Residual Amount to the Issuer or the Canadian Residual Account, as applicable, so long as (x) the recipient Co-Issuer immediately thereafter uses such Residual Amount to make a loan to the other Co-Issuer in accordance with Section 8.13 with interest at a rate determined by the applicable Manager in accordance with the applicable Managing Standard, (y) after giving effect to such payment of such Residual Amount and such loan, the related Asset Disposition Proceeds are applied pursuant to the Priority of Payments by the Co-Issuers as if such loaned amount was Asset Disposition Proceeds of the recipient Co-Issuer and (z) the deemed payment of such Residual Amount is disregarded for purposes of the Weekly Manager’s Certificate.