Common use of Dividends, Officers’ Compensation, etc Clause in Contracts

Dividends, Officers’ Compensation, etc. The Issuer will not declare or pay any distributions on any of its limited liability company interests and the Canadian Co-Issuer will not declare or pay any distributions on any of its shares; provided that, in each case, so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Co-Issuers may declare and pay distributions to the extent permitted under applicable law and their respective Charter Documents, including in respect of any Permitted Asset Disposition described in clause (xix) of the definition thereof and any amount on deposit in the Canadian Residual Account and any Residual Amount paid to the Issuer pursuant to the Priority of Payments. No Co-Issuer will, nor will it permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Managers or to the extent required by the Canadian Management Agreement. The Co-Issuers will not, and will not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. The Co-Issuers may draw on Class A-1 Note Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity; provided that the Co-Issuers shall not draw on such Class A-1 Note Commitments to pay dividends on Parent shares or to repurchase Parent shares. Notwithstanding the foregoing, (a) each applicable Securitization Entity shall be permitted to make a distribution of any Large Franchisor Exemption Amount contributed to such Securitization Entity by any Non-Securitization Affiliate on or prior to any applicable Series Closing Date, or such other date of contribution, with respect to a Future Securitization Entity to such Non-Securitization Affiliate, (b) each U.S. Securitization Entity shall be permitted to make a distribution of any Tax Lien Reserve Amount to any other U.S. Securitization Entity or the direct parent of Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(a) and (c) each Canadian Securitization Entity shall be permitted to make a distribution (i) to any other Canadian Securitization Entity to the extent necessary or helpful to give effect to the Priority of Payments or any other provision of this Base Indenture, and without any derogation thereof (as determined by the Canadian Manager acting in accordance with the applicable Managing Standard), including in respect of the distribution of Asset Disposition Proceeds, other proceeds of Permitted Asset Dispositions, Release Prices, Insurance/Condemnation Proceeds, Indemnification Amounts, and (ii) to any other Canadian Securitization Entity or the direct parent of Canadian Funding Holdco in respect of any Canadian Tax Lien Reserve Amount to any Canadian Securitization Entity or the direct parent of Canadian Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(b).

Dividends, Officers’ Compensation, etc. (a) The Issuer Co-Issuers will not declare or pay any distributions on any of its limited liability company interests and the Canadian Co-Issuer will not declare or pay any distributions on any of its sharestheir Equity Interests; provided that, in each case, so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the each Co-Issuers Issuer may declare and pay distributions on their Equity Interests to the extent permitted under applicable law the Delaware Limited Liability Company Act and their respective such Co-Issuer’s Charter Documents, including in respect of any Permitted Asset Disposition described in clause . (xixb) of the definition thereof and any amount on deposit in the Canadian Residual Account and any Residual Amount paid to the Issuer pursuant to the Priority of Payments. No The Co-Issuer willIssuers will not, nor and will it not permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Managers or to the extent required by the Canadian Management Agreement. Managers. (c) The Co-Issuers will not, and will not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. . (d) The Co-Issuers may draw on Class A-1 Note Commitments with respect to any Series of Class A-1 Notes Outstanding for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization EntityEntity or to pay any distribution on Equity Interests of the Securitization Entities; provided provided, that the Co-Issuers shall not will use the proceeds of any draw on such Class A-1 Note Commitments to pay dividends any distribution on Parent shares or to repurchase Parent shares. Notwithstanding the foregoing, its Equity Interests only if (ax) each applicable Securitization Entity there shall be permitted to make a no Potential Rapid Amortization Event, Cash Trapping Period, Rapid Amortization Event, Default or Event of Default in existence at the time of, or after giving effect to, such distribution of any Large Franchisor Exemption Amount contributed to such Securitization Entity by any Non-Securitization Affiliate on or prior and (y) both before and after giving effect to any applicable such distribution, the Class A-1 Notes Maximum Principal Amount for any Series Closing Date, of Class A-1 Notes Outstanding exceeds the Outstanding Principal Amount of such Series of Class A-1 Notes Outstanding by an amount equal to or such other date of contribution, with respect to a Future Securitization Entity to such Nongreater than $35,000,000. The Co-Securitization Affiliate, (b) each U.S. Securitization Entity Issuers shall be permitted to make a distribution of any Tax Lien Reserve Amount to any other U.S. Securitization Entity or the direct parent of Funding Holdco solely not designate equity contributions as Retained Collections Contributions to the extent permitted by, and in accordance with, Section 8.31(a) and (c) each Canadian Securitization Entity shall be permitted to make a distribution (i) to any other Canadian Securitization Entity to the extent necessary or helpful to give effect to the Priority of Payments or any other provision of this Base Indenture, and without any derogation thereof (as determined by the Canadian Manager acting in accordance such equity contributions were funded with the applicable Managing Standard), including in respect of the distribution of Asset Disposition Proceeds, other proceeds of Permitted Asset Dispositions, Release Prices, Insurance/Condemnation Proceeds, Indemnification Amounts, and (ii) to any other Canadian Securitization Entity or draw under the direct parent of Canadian Funding Holdco in respect of any Canadian Tax Lien Reserve Amount to any Canadian Securitization Entity or the direct parent of Canadian Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(b).Class A-1 Note Commitments

Dividends, Officers’ Compensation, etc. The Issuer Co-Issuers will not declare or pay any distributions on any of its their respective limited liability company interests and the Canadian Co-Issuer will not declare or pay any distributions on any of its sharesinterests; provided thatprovided, in each casehowever, that so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Co-Issuers may declare and pay distributions to the extent permitted under applicable law Section 18-607 of the Delaware Limited Liability Company Act and their respective the Co-Issuers’ Charter Documents, including in with proceeds of draws on Commitments with respect to any Series of Class A-1 Notes; provided that no such proceeds may be distributed to Dine Brands Global, Inc. or any Permitted Asset Disposition described in clause (xix) parent company of Dine Brands Global, Inc. Subject to the foregoing, the Co-Issuers may draw on Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the definition thereof Securitization Entities and the Non-Securitization Entities, including to fund any amount on deposit in the Canadian Residual Account and acquisition by any Residual Amount paid to the Issuer pursuant to the Priority of PaymentsSecuritization Entity or Non-Securitization Entity. No Without limiting Section 8.28 no Co-Issuer will, nor or will it permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Managers or to the extent required by the Canadian Management AgreementManagers. The No Co-Issuers Issuer will, or will not, and will not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. The Co-Issuers may draw on Class A-1 Note Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity; provided that the Co-Issuers shall not draw on such Class A-1 Note Commitments to pay dividends on Parent shares or to repurchase Parent shares. Notwithstanding the foregoing, (a) each applicable Securitization Entity shall be permitted to make a distribution of any Large Franchisor Exemption Amount contributed to such Securitization Entity by any Non-Securitization Affiliate on or prior to any applicable Series Closing Date, or such other date of contribution, with respect to a Future Securitization Entity to such Non-Securitization Affiliate, (b) each U.S. Securitization Entity shall be permitted to make a distribution of any Tax Lien Reserve Amount to any other U.S. Securitization Entity or the direct parent of Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(a) and (c) each Canadian Securitization Entity shall be permitted to make a distribution (i) to any other Canadian Securitization Entity to the extent necessary or helpful to give effect to the Priority of Payments or any other provision of this Base Indenture, and without any derogation thereof (as determined by the Canadian Manager acting in accordance with the applicable Managing Standard), including in respect of the distribution of Asset Disposition Proceeds, other proceeds of Permitted Asset Dispositions, Release Prices, Insurance/Condemnation Proceeds, Indemnification Amounts, and (ii) to any other Canadian Securitization Entity or the direct parent of Canadian Funding Holdco in respect of any Canadian Tax Lien Reserve Amount to any Canadian Securitization Entity or the direct parent of Canadian Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(b).

Dividends, Officers’ Compensation, etc. The Issuer will not declare or pay any distributions on any of its limited liability company interests and the Canadian Co-Issuer will not declare or pay any distributions on any of its sharesinterests; provided that, in each case, so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Co-Issuers Issuer may declare and pay distributions to the extent permitted under applicable law the Delaware Limited Liability Company Act and their respective the Issuer’s Charter Documents. The Issuer will not, including in respect of any Permitted Asset Disposition described in clause (xix) of the definition thereof and any amount on deposit in the Canadian Residual Account and any Residual Amount paid to the Issuer pursuant to the Priority of Payments. No Co-Issuer will, nor will it not permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Managers or to the extent required by the Canadian Management AgreementManagers. The Co-Issuers Issuer will not, and will not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. The Co-Issuers Issuer may draw on Class A-1 Note Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity; provided that the Co-Issuers Issuer shall not draw on such Class A-1 Note Commitments to pay dividends on Parent shares or to repurchase Parent shares. Notwithstanding the foregoing, (a) each applicable Securitization Entity shall be permitted to make a distribution of any Large Franchisor Exemption Amount contributed to such Securitization Entity by any Non-Securitization Affiliate on or prior to any applicable the Series 2018-1 Closing Date, or such other date of contribution, with respect to a Future Securitization Entity Date to such Non-Securitization Affiliate, (b) each U.S. Securitization Entity shall be permitted to make a distribution of any Tax Lien Reserve Amount to any other U.S. Securitization Entity or the direct parent of Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(a) and (c) each Canadian Securitization Entity shall be permitted to make a distribution (i) to any other Canadian Securitization Entity to the extent necessary or helpful to give effect to the Priority of Payments or any other provision of this Base Indenture, and without any derogation thereof (as determined by the Canadian Manager acting in accordance with the applicable Managing Standard), including in respect of the distribution of Asset Disposition Proceeds, other proceeds of Permitted Asset Dispositions, Release Prices, Insurance/Condemnation Proceeds, Indemnification Amounts, and (ii) to any other Canadian Securitization Entity or the direct parent of Canadian Funding Holdco in respect of any Canadian Tax Lien Reserve Amount to any Canadian Securitization Entity or the direct parent of Canadian Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(b).

Dividends, Officers’ Compensation, etc. The Issuer will not declare or pay any distributions on any of its limited liability company interests and the Canadian Co-Issuer will not declare or pay any distributions on any of its shares; provided that, in each case, so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the CoIssuerCo-Issuers may declare and pay distributions to the extent permitted under applicable the Delaware Limited Liability Company Act and the Issuer’sapplicable law and their respective Charter Documents. The Issuer will not, and will not, including in respect of any Permitted Asset Disposition described in clause (xix) of the definition thereof and any amount on deposit in the Canadian Residual Account and any Residual Amount paid to the Issuer pursuant to the Priority of PaymentsAccount. No Co-Issuer will, nor will it permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Managers Managers. The Issuer or to the extent required by the Canadian Management Agreement. The Co-Issuers will not, and will not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. The CoIssuerCo-Issuers may draw on Class A-1 Note Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity; provided that the Co-Issuers Issuer shall not draw on such Class A-1 Note Commitments to pay dividends on Parent shares or to repurchase Parent shares. Notwithstanding the foregoing, (a) each applicable Securitization Entity shall be permitted to make a distribution of any Large Franchisor Exemption Amount contributed to such Securitization Entity by any Non-Securitization Affiliate on or prior to any theany applicable Series 2018-1 Closing Date, or such other date of contribution, with respect to a Future Securitization Entity to such Non-Securitization Affiliate., (b) each U.S. Securitization Entity shall be permitted to make a distribution of any Tax Lien Reserve Amount to any other U.S. Securitization Entity or the direct parent of Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(a) and (c) each Canadian Securitization Entity shall be permitted to make a distribution (i) to any other Canadian Securitization Entity to the extent necessary or helpful to give effect to the Priority of Payments or any other provision of this Base Indenture, and without any derogation thereof (as determined by the Canadian Manager acting in accordance with the applicable Managing Standard), including in respect of the distribution of Asset Disposition Proceeds, other proceeds of Permitted Asset Dispositions, Release Prices, Insurance/Condemnation Proceeds, Indemnification Amounts, and (ii) to any other Canadian Securitization Entity or the direct parent of Canadian Funding Holdco in respect of any Canadian Tax Lien Reserve Amount to any Canadian Securitization Entity or the direct parent of Canadian Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(b).provision

Dividends, Officers’ Compensation, etc. The Issuer will not declare or pay any distributions on any of its limited liability company interests and the Canadian Co-Issuer will not declare or pay any distributions on any of its shares; provided that, in each case, so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Co-Issuers may declare and pay distributions to the extent permitted under applicable law and their respective Charter Documents, including in respect of any Permitted Asset Disposition described in clause (xix) of the definition thereof and any amount on deposit in the Canadian Residual Account and any Residual Amount paid to the Issuer pursuant to the Priority of Payments. No Co-Issuer will, nor will it permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Managers or to the extent required by the Canadian Management Agreement. The Co-Issuers will not, and will not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. The Co-Issuers may draw on Class A-1 Note Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity; provided that the CoIssuerCo-Issuers shall not draw on such Class A-1 Note Commitments to pay dividends on Parent shares or to repurchase Parent shares. Notwithstanding the foregoing, (a) each applicable Securitization Entity shall be permitted to make a distribution of any Large Franchisor Exemption Amount contributed to such Securitization Entity by any Non-Securitization Affiliate on or prior to any applicable Series Closing Date, or such other date of contribution, with respect to a Future Securitization Entity to such Non-Securitization Affiliate, (b) each U.S. Securitization Entity shall be permitted to make a distribution of any Tax Lien Reserve Amount to any other U.S. Securitization Entity or the direct parent of Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(a) and (c) each Canadian Securitization Entity shall be permitted to make a distribution (i) to any other Canadian Securitization Entity to the extent necessary or helpful to give effect to the Priority of Payments or any other provision of this Base Indenture, and without any derogation thereof (as determined by the Canadian Manager acting in accordance with the applicable Managing Standard), including in respect of the distribution of Asset Disposition Proceeds, other proceeds of Permitted Asset Dispositions, Release Prices, Insurance/Condemnation Proceeds, Indemnification Amounts, and (ii) to any other Canadian Securitization Entity or the direct parent of Canadian Funding Holdco in respect of any Canadian Tax Lien Reserve Amount to any Canadian Securitization Entity or the direct parent of Canadian Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(b).

Dividends, Officers’ Compensation, etc. The Issuer Co-Issuers will not declare or pay any distributions on any of its their respective limited liability company interests and the Canadian Co-Issuer will not declare or pay any distributions on any of its sharesinterests; provided that, in each case, that so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Co-Issuers may declare and pay distributions to the extent permitted under applicable law Section 18-607 of the Delaware Limited Liability Company Act and their respective the Co-Issuers’ Charter Documents, including in with proceeds of draws on Commitments with respect to any Series of Class A-1 Notes; provided that no such proceeds may be distributed to Dine Brands Global, Inc. or any Permitted Asset Disposition described in clause (xix) parent company of Dine Brands Global, Inc. Subject to the foregoing, the Co-Issuers may draw on Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the definition thereof Securitization Entities and the Non-Securitization Entities, including to fund any amount on deposit in the Canadian Residual Account and acquisition by any Residual Amount paid to the Issuer pursuant to the Priority of PaymentsSecuritization Entity or Non-Securitization Entity. No Without limiting Section 8.28 no Co-Issuer will, nor or will it permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Managers or to the extent required by the Canadian Management AgreementManagers. The No Co-Issuers Issuer will, or will not, and will not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. The Co-Issuers may draw on Class A-1 Note Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity; provided that the Co-Issuers shall not draw on such Class A-1 Note Commitments to pay dividends on Parent shares or to repurchase Parent shares. Notwithstanding the foregoing, (a) each applicable Securitization Entity shall be permitted to make a distribution of any Large Franchisor Exemption Amount contributed to such Securitization Entity by any Non-Securitization Affiliate on or prior to any applicable Series Closing Date, or such other date of contribution, with respect to a Future Securitization Entity to such Non-Securitization Affiliate, (b) each U.S. Securitization Entity shall be permitted to make a distribution of any Tax Lien Reserve Amount to any other U.S. Securitization Entity or the direct parent of Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(a) and (c) each Canadian Securitization Entity shall be permitted to make a distribution (i) to any other Canadian Securitization Entity to the extent necessary or helpful to give effect to the Priority of Payments or any other provision of this Base Indenture, and without any derogation thereof (as determined by the Canadian Manager acting in accordance with the applicable Managing Standard), including in respect of the distribution of Asset Disposition Proceeds, other proceeds of Permitted Asset Dispositions, Release Prices, Insurance/Condemnation Proceeds, Indemnification Amounts, and (ii) to any other Canadian Securitization Entity or the direct parent of Canadian Funding Holdco in respect of any Canadian Tax Lien Reserve Amount to any Canadian Securitization Entity or the direct parent of Canadian Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(b).

Dividends, Officers’ Compensation, etc. The Issuer will not declare or pay any distributions on any of its limited liability company interests and the Canadian Co-Issuer will not declare or pay any distributions on any of its shares; provided that, in each case, so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Co-Issuers may declare and pay distributions to the extent permitted under applicable law and their respective Charter Documents, including in respect of any Permitted Asset Disposition described in clause (xix) of the definition thereof and any amount on deposit in the Canadian Residual Account and any Residual Amount paid to the Issuer pursuant to the Priority of Payments. No Co-Issuer will, nor will it permit any other Securitization Entity that is a Subsidiary of such Co-Issuer to, pay any wages or salaries or other compensation to its officers, directors, managers or other agents except out of earnings computed in accordance with GAAP or except for the fees paid to its Independent Managers or to the extent required by the Canadian Management Agreement. The Co-Issuers will not, and will not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party. The Co-Co- Issuers may draw on Class A-1 Note Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity; provided that the Co-Issuers Issuer shall not draw on such Class A-1 Note Commitments to pay dividends on Parent shares or to repurchase Parent shares. Notwithstanding the foregoing, (a) each applicable Securitization Entity shall be permitted to make a distribution of any Large Franchisor Exemption Amount contributed to such Securitization Entity by any Non-Securitization Affiliate on or prior to any applicable Series Closing Date, or such other date of contribution, with respect to a Future Securitization Entity to such Non-Non- Securitization Affiliate, (b) each U.S. Securitization Entity shall be permitted to make a distribution of any Tax Lien Reserve Amount to any other U.S. Securitization Entity or the direct parent of Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(a) and (c) each Canadian Securitization Entity shall be permitted to make a distribution (i) to any other Canadian Securitization Entity to the extent necessary or helpful to give effect to the Priority of Payments or any other provision of this Base Indenture, and without any derogation thereof (as determined by the Canadian Manager acting in accordance with the applicable Managing Standard), including in respect of the distribution of Asset Disposition Proceeds, other proceeds of Permitted Asset Dispositions, Release Prices, Insurance/Condemnation Proceeds, Indemnification Amounts, and (ii) to any other Canadian Securitization Entity or the direct parent of Canadian Funding Holdco in respect of any Canadian Tax Lien Reserve Amount to any Canadian Securitization Entity or the direct parent of Canadian Funding Holdco solely to the extent permitted by, and in accordance with, Section 8.31(b).