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to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 2019-2 Class A-2 Distribution Account and used to prepay the Series 2019-2 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 IssuerCo-Issuers shall not be obligated to pay any prepayment consideration. The IssuerCo-Issuers shall, however, be obligated to pay any applicable Series 2019-2 Class A-2 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 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 2019-2 Class A-2 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 2019-2 Class A-2 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to the Senior Notes Principal Payment Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 2019-2 20191 Class A-2 Distribution Account and used to prepay the Series 2019-2 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 IssuerCo-Issuers Issuer shall not be obligated to pay any prepayment consideration. The IssuerCo-Issuers Issuer shall, however, be obligated to pay any applicable Series 2019-2 Class A-2 1 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 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 2019-2 Class A-2 1 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 2019-2 Class A-2 1 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 Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 2019-2 Class A-2 Distribution Account and used to prepay the Series 2019-2 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 IssuerCo-Issuers Issuer shall not be obligated to pay any prepayment consideration. The IssuerCo-Issuers Issuer shall, however, be obligated to pay any applicable Series 2019-2 Class A-2 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 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 2019-2 Class A-2 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 2019-2 Class A-2 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 Account Accounts in accordance with Section 5.11(i5.11(a)(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the applicable Series 20192022-2 Class A-2 1 Distribution Account Accounts and used to prepay repay first, if the Series 20192022-2 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 NotesNotes (based on their respective portion of the Series 2022-1 Class A-2 Outstanding 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 IssuerCoCo-Issuers shall not be obligated to pay any prepayment consideration. The IssuerCoCo-Issuers shall, however, be obligated to pay any applicable Series 20192022-2 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 20192022-2 1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20192022-2 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 Account Accounts in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20192020-2 1 Class A-2 Distribution Account and used to prepay the Series 20192020-2 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 IssuerCoCo-Issuers shall not be obligated to pay any prepayment consideration. The IssuerCoCo-Issuers shall, however, be obligated to pay any applicable Series 20192020-2 1 Class A-2 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 20192020-2 1 Class A-2 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20192020-2 1 Class A-2 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 Account Accounts in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20192021-2 1 Class A-2 Distribution Account and used to prepay the Series 20192021-2 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 IssuerCoCo-Issuers shall not be obligated to pay any prepayment consideration. The IssuerCoCo-Issuers shall, however, be obligated to pay any applicable Series 20192021-2 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 20192021-2 1 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20192021-2 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 Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20192018-2 1 Class A-2 Distribution Account and used to prepay the Series 20192018-2 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 IssuerCo-Issuers shall not be obligated to pay any prepayment consideration. The IssuerCo-Issuers shall, however, be obligated to pay any applicable Series 20192018-2 Class A-2 1 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 the proceeds of Permitted Brand Dispositions Asset Disposition Proceeds or Permitted Asset 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 20192018-2 Class A-2 1 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20192018-2 Class A-2 1 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 Account AccountAccounts in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account AccountAccounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 2019-2 20191 Class A-2 Distribution Account and used to prepay the Series 2019-2 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 IssuerCo-Issuers shall not be obligated to pay any prepayment consideration. The IssuerCo-Issuers shall, however, be obligated to pay any applicable Series 2019-2 Class A-2 1 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 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 2019-2 Class A-2 1 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 2019-2 Class A-2 1 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 Account in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20192018-2 1 Class A-2 Distribution Account and used to prepay the Series 20192018-2 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 IssuerCo-Issuers Issuer shall not be obligated to pay any prepayment consideration. The IssuerCo-Issuers Issuer shall, however, be obligated to pay any applicable Series 20192018-2 Class A-2 1 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 the proceeds of Permitted Brand Dispositions Asset Disposition Proceeds or Permitted Asset 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 20192018-2 Class A-2 1 Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20192018-2 Class A-2 1 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 Account Accounts in accordance with Section 5.11(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account Accounts in accordance with Section 5.12(h) of the Base Indenture and deposited in the Series 20192020-2 Class A-2 Distribution Account and used to prepay the Series 20192020-2 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 IssuerCoCo-Issuers shall not be obligated to pay any prepayment consideration. The IssuerCoCo-Issuers shall, however, be obligated to pay any applicable Series 20192020-2 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 20192020-2 Class A-2 Notes Make-Whole Prepayment Consideration is not paid because insufficient funds are available to pay such Series 20192020-2 Class A-2 Notes Make-Whole Prepayment Consideration, in accordance with the Priority of Payments.