Common use of Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds Clause in Contracts

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 2021-1 Class A-2 Distribution Account and used to prepay the Series 2021-1 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Co-Issuers shall not be obligated to pay any prepayment consideration. The Co-Issuers shall, however, be obligated to pay any applicable Series 2021-1 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2021-1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 2021-1 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20212020-1 Class A-2 Distribution Account and used to prepay the Series 20212020-1 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Co-Issuers shall not be obligated to pay any prepayment consideration. The Co-Issuers shall, however, be obligated to pay any applicable Series 20212020-1 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212020-1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212020-1 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts AccountAccounts in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts AccountAccounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 2021-1 20191 Class A-2 Distribution Account and used to prepay the Series 20212019-1 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the CoIssuerCo-Issuers shall not be obligated to pay any prepayment consideration. The CoIssuerCo-Issuers shall, however, be obligated to pay any applicable Series 20212019-1 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions or Permitted Asset Dispositions, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212019-1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212019-1 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20212018-1 Class A-2 Distribution Account and used to prepay the Series 20212018-1 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the CoIssuerCo-Issuers shall not be obligated to pay any prepayment consideration. The CoIssuerCo-Issuers shall, however, be obligated to pay any applicable Series 20212018-1 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded made with Asset Disposition Proceeds or the proceeds of Permitted Brand DispositionsRelease Prices, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212018-1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212018-1 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20212020-1 2 Class A-2 Distribution Account and used to prepay the Series 20212020-1 2 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Co-Issuers shall not be obligated to pay any prepayment consideration. The Co-Issuers shall, however, be obligated to pay any applicable Series 20212020-1 2 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212020-1 2 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212020-1 2 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices (subject to the proviso hereto) or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts in accordance with Section 5.11(i5.11(a)(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in into the applicable Series 2024-1 Distribution Accounts and used to repay first, if the Series 20212024-1 Class A-1 Notes shall have not been repaid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) on or before the Series 2024-1 Class A-1 Notes Renewal Date, the Series 2024-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2024-1 Class A-1 Note Purchase Agreement) and second, the Series 2024-1 Class A-2 Distribution Account and used to prepay Notes (based on their respective portion of the Series 20212024-1 Class A-2 NotesOutstanding Principal Amount), on the Quarterly Payment Date immediately succeeding such depositdeposit on a pro rata basis; provided that in connection with any Qualifying Permitted Brand Disposition that occurs on or prior to the first anniversary of the Series 2024-1 Closing Date, no Release Price will be applied to the outstanding principal amount of the Series 2024-1 Class A-2 Notes (and the commensurate portion of the Release Price that would otherwise be applied to the Series 2024-1 Class A-2 Notes will be treated as Collections) so long as the Senior Leverage Ratio calculated on a pro forma basis is less than (a) the Senior Leverage Ratio on the Series 2024-1 Closing Date plus (b) 0.25x. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Co-Issuers shall not be obligated to pay any prepayment consideration. The Co-Issuers shall, however, be obligated to pay any applicable Series 20212024-1 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions (other than with respect to any Qualifying Permitted Brand Dispositions), as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212024-1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212024-1 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20212018-1 Class A-2 Distribution Account and used to prepay the Series 20212018-1 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Co-Issuers Issuer shall not be obligated to pay any prepayment consideration. The Co-Issuers Issuer shall, however, be obligated to pay any applicable Series 20212018-1 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded made with Asset Disposition Proceeds or the proceeds of Permitted Brand DispositionsRelease Prices, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212018-1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212018-1 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20212019-1 2 Class A-2 Distribution Account and used to prepay the Series 20212019-1 2 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the CoIssuerCo-Issuers shall not be obligated to pay any prepayment consideration. The CoIssuerCo-Issuers shall, however, be obligated to pay any applicable Series 20212019-1 2 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions or Permitted Asset Dispositions, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212019-1 2 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212019-1 2 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 2021-1 20191 Class A-2 Distribution Account and used to prepay the Series 20212019-1 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Co-Issuers Issuer shall not be obligated to pay any prepayment consideration. The Co-Issuers Issuer shall, however, be obligated to pay any applicable Series 20212019-1 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions or Permitted Asset Dispositions, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212019-1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212019-1 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20212019-1 2 Class A-2 Distribution Account and used to prepay the Series 20212019-1 2 Class A-2 Notes, on the Quarterly Payment Date immediately succeeding such deposit. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Co-Issuers Issuer shall not be obligated to pay any prepayment consideration. The Co-Issuers Issuer shall, however, be obligated to pay any applicable Series 20212019-1 2 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions or Permitted Asset Dispositions, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212019-1 2 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212019-1 2 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.

Indemnification Amounts; Insurance/Condemnation Proceeds; Release Prices; Asset Disposition Proceeds. Any Indemnification Amounts, Insurance/Condemnation Proceeds, Release Prices or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Accounts in accordance with Section 5.11(i5.11(a)(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the applicable Series 20212022-1 Distribution Accounts and used to repay first, if the Series 2022-1 Class A-1 Notes shall have not been repaid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) on or before the Series 2022-1 Class A-1 Notes Renewal Date, the Series 2022-1 Class A-1 Notes (in accordance with the order of distribution of principal payments set forth in Section 4.02 of the Series 2022-1 Class A-1 Note Purchase Agreement) and second, the Series 2022-1 Class A-2 Distribution Account and used to prepay Notes (based on their respective portion of the Series 20212022-1 Class A-2 NotesOutstanding Principal Amount), on the Quarterly Payment Date immediately succeeding such depositdeposit on a pro rata basis. In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.6(j), the Co-Issuers shall not be obligated to pay any prepayment consideration. The Co-Issuers shall, however, be obligated to pay any applicable Series 20212022-1 Class A-2 Notes Make-Whole Prepayment Consideration required to be paid pursuant to Section 3.6(e) of this Series Supplement in connection with any prepayment funded with Asset Disposition Proceeds or the proceeds of Permitted Brand Dispositions, as applicable, pursuant to this Section 3.6(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 20212022-1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20212022-1 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.