Common use of Insurance Proceeds Account Clause in Contracts

Insurance Proceeds Account. (a) All repairs to any Property with respect to which any Insurance Proceeds or Condemnation Proceeds have been deposited to the Insurance Proceeds Account shall be deemed to be renovations and all of the provisions of Section 4.8(a), including the requirements for inspections by the Diligence Agent, shall apply to such Properties. (b) Upon (i) completion of all repairs to any Property in respect of which Insurance Proceeds or Condemnation Proceeds are held in the Insurance Proceeds Account, (ii) receipt by the Agent and the Diligence Agent of a Repair Completion Certificate of a Responsible Officer of the Borrower Representative and (iii) confirmation by the Diligence Agent to the Agent that such repairs have been completed in compliance with the Renovation Standards, the Agent shall direct Paying Agent to withdraw from the Insurance Proceeds Account the related Insurance Proceeds or Condemnation Proceeds on the next Payment Date and deposit such amount in the Collection Account as Available Funds for such Payment Date. (c) Upon the occurrence of an Event of Default, the Agent may instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Insurance Proceeds Account and apply such funds to (i) the costs of completion of the repairs to any Property in respect of which Insurance Proceeds are held in the Insurance Proceeds Account, or (ii) the Advances Outstanding, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretion. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents. Except as expressly set forth in this Section 4.7, the amounts on deposit in the Insurance Proceeds Account shall not be released to the Borrowers or otherwise available to pay any Obligations.

Insurance Proceeds Account. 23.4.1 The Borrower will open a transactional account with the On Shore Security Agent (a"INSURANCE PROCEEDS ACCOUNT") All repairs prior to any Property with respect the first Utilisation Date, such account to which any be pledged by the Borrower in favour of the Senior Creditors by entering into the Claims Assignment and Bills of Exchange Agreement. 23.4.2 Insurance Proceeds or Condemnation Proceeds have been deposited to the Insurance Proceeds Account shall be deemed to be renovations and all of the provisions of Section 4.8(a), including the requirements for inspections by the Diligence Agent, shall apply to such Properties. (b) Upon (i) completion of all repairs to any Property in an amount less than Euro 250,000 in respect of which Insurance Proceeds or Condemnation Proceeds are held in the Insurance Proceeds Account, (ii) receipt by the Agent and the Diligence Agent of a Repair Completion Certificate of a Responsible Officer of the Borrower Representative and (iii) confirmation by the Diligence Agent to the Agent that such repairs have been completed in compliance with the Renovation Standards, the Agent shall direct Paying Agent to withdraw any single event may be withdrawn from the Insurance Proceeds Account to make payment in respect of the related costs of repair or restoration of the Project, as determined by the Borrower. 23.4.3 Insurance Proceeds in an amount equal to or Condemnation Proceeds on the next Payment Date and deposit such amount greater than Euro 250,000 in the Collection Account as Available Funds for such Payment Date. (c) Upon the occurrence respect of an Event of Default, the Agent any single event may instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in be withdrawn from the Insurance Proceeds Account PROVIDED THAT: (a) funds so withdrawn are used to make payment in respect of the costs of repair or restoration of the Project; and (b) the Borrower has consulted with the Off Shore Facility Agent to the reasonable satisfaction of the Off Shore Facility Agent in respect of progress of the repair or restoration and apply such funds the application of Insurance Proceeds. 23.4.4 All other Insurance Proceeds shall be applied in prepayment in accordance with Clause 14.5.1(b) (Mandatory prepayments). 23.4.5 Notwithstanding any other provisions of this Clause 23.4 and subject to Clause 23.10 (Remedies on Potential Event of Default or Event of Default) if: (a) an Event of Default has occurred and is continuing: (i) the costs of completion On Shore Facility Agent shall have the right to take over sole conduct of the repairs to any Property Borrower's claims under or in respect connection with the insurance policies of which Insurance Proceeds are held in the Insurance Proceeds Account, or Borrower; and (ii) the Advances Outstanding, pro rata On Shore Facility Agent shall be entitled to each Lender, require all Insurance Proceeds (including funds in such proportion as between items the Borrower's Insurance Proceeds Account) to be applied by the Borrower in or towards the settlement of the Loans; and (ib) a Potential Event of Default has occurred and (ii) above as is continuing the Off Shore Facility Agent may determine and the Borrower shall agree on the conduct of any of the Borrower's claims under or in its sole discretion. The right to instruct the Paying Agent to remit and apply such amounts in accordance connection with the foregoing shall be in addition to all other rights and remedies provided to insurance policies of the Agent or any Lender under this Agreement and the other Loan Documents. Except as expressly set forth in this Section 4.7, the amounts on deposit in the Insurance Proceeds Account shall not be released to the Borrowers or otherwise available to pay any ObligationsBorrower.

Insurance Proceeds Account. (a) All repairs to any Property with respect to which any Insurance Proceeds or Condemnation Proceeds have been deposited to the Insurance Proceeds Account shall be deemed to be renovations and all of the provisions of Section 4.8(a2.22(a), including the requirements for inspections by the Diligence Valuation Agent, shall apply to such Properties. (b) All amounts in the Insurance Proceeds Account shall remain uninvested. All amounts in the Insurance Proceeds Account shall be held solely for the benefit of the Lenders and applied by the Paying Agent as directed in writing by the Required Lenders from time to time. Any costs of the Insurance Proceeds Account shall be paid by the Borrower Representative when and as due. Upon (i) completion of all repairs to any Property in respect of which Insurance Proceeds or Condemnation Proceeds are held in the Insurance Proceeds Account, (ii) receipt by the Agent and the Diligence Valuation Agent of a Repair Completion Certificate of a Responsible Officer of the Borrower Representative and (iii) confirmation by the Diligence Valuation Agent to the Agent that such repairs have been completed in compliance with the Renovation Standards, the Agent shall direct Paying Agent to withdraw from the Insurance Proceeds Account the related Insurance Proceeds or Condemnation Proceeds on the next Payment Date and deposit include such amount in the Collection Account as Available Funds for such Payment Date. (c) Upon the occurrence of an Event of Default, the Agent may may, or at the direction of the Required Lenders shall, instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Insurance Proceeds Account and apply such funds either to (i) the costs of completion of the repairs to any Property in respect of the Eligible Properties that have experienced a Casualty (other than Properties that have experienced flood damage and for which Insurance Proceeds are held in the Insurance Proceeds Account, flood insurance was not maintained) or (ii) the Advances OutstandingAllocated Loan Amount in respect of each Property funded hereunder, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretiondiscretion or the Required Lenders may direct. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents. Except as expressly set forth in this Section 4.7, the amounts on deposit in the Insurance Proceeds Account shall not be released to the Borrowers or otherwise available to pay any Obligations.

Insurance Proceeds Account. (ai) All repairs On or prior to any Property with respect to which any the Closing Date, the Servicer will establish and maintain an account designated as the “Insurance Proceeds Account” in the name and for the benefit of the Master Issuer. The Servicer will deposit or Condemnation Proceeds have been cause to be deposited to the Insurance Proceeds Account shall be deemed all Insurance/Condemnation Proceeds received by or on behalf of the Securitization Entities on the Collateral within three Business Days following receipt pending a determination by the Servicer whether such proceeds are required to be renovations and all withdrawn for deposit to the Collection Account for application as the Insurance Proceeds Amount to pay principal of the provisions of Notes on the immediately following Payment Date pursuant to Section 4.8(a), including the requirements for inspections 10.12. The Servicer may withdraw Insurance/Condemnation Proceeds previously deposited by the Diligence Agent, shall apply Servicer to such Properties. (b) Upon (i) completion of all repairs to any Property in respect of which the Insurance Proceeds or Account that are not required to be applied as the Insurance Proceeds Amount on any Business Day for the restoration of the related property that was the source of the Insurance/Condemnation Proceeds are held or for investment in the New U.S. Restaurant Business in accordance with Section 14.3. All such Insurance/Condemnation Proceeds deposited in the Insurance Proceeds Account, Account will be withdrawn by the Servicer for deposit to the Concentration Account following any determination by the Servicer that such amounts will not be applied in accordance with the preceding sentence and are not required to be applied as Insurance Proceeds Amounts. (ii) receipt Any Franchisee Insurance Proceeds received by the Agent and the Diligence Agent of a Repair Completion Certificate of a Responsible Officer or on behalf of the Borrower Representative and (iii) confirmation by Master Issuer or the Diligence Agent Franchise Holder pursuant to the Agent that such repairs have been completed in compliance with the Renovation Standards, the Agent shall direct Paying Agent related Franchise Documents will also be deposited to withdraw from the Insurance Proceeds Account to the extent that such amounts are not applied directly to Franchisee Insurance Restoration Payments in accordance with the related Franchise Documents. The Servicer may withdraw amounts on deposit in the Insurance Proceeds or Condemnation Account on any Business Day for application as Franchisee Insurance Restoration Payments in accordance with the related Franchise Agreement. The Insurance Proceeds Account and the amount on the next Payment Date and deposit in such amount account will be included in the Collection Account as Available Funds for such Payment Date. (c) Upon Collateral subject to the occurrence of an Event of Default, the Agent may instruct the Paying Agent in writing to remit all or any portion rights of the Franchisees to such amounts pursuant to the related Franchise Agreements. Subject to Section 10.2(d)(i), if the Servicer determines that any amount on deposit in the Insurance Proceeds Account and apply is not allocable to Franchisee Insurance Restoration Payments, such funds amount will be withdrawn for deposit to (i) the costs of completion Collection Account for application as Collections that are available to prepay principal of the repairs to any Property in respect of which Insurance Proceeds are held in the Insurance Proceeds Account, or (ii) the Advances Outstanding, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretion. The right to instruct the Paying Agent to remit and apply such amounts Notes in accordance with the foregoing shall be in addition to all other rights Articles X and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents. Except as expressly set forth in this Section 4.7, the amounts on deposit in the Insurance Proceeds Account shall not be released to the Borrowers or otherwise available to pay any ObligationsXI.

Insurance Proceeds Account. (a) All repairs to any Property with respect to which any Insurance Proceeds or Condemnation Proceeds have been deposited to the Insurance Proceeds Account shall be deemed to be renovations and all of the provisions of Section 4.8(a2.22(a), including the requirements for inspections by the Diligence Valuation Agent, shall apply to such Properties. (b) All amounts in the Insurance Proceeds Account shall remain uninvested. All amounts in the Insurance Proceeds Account shall be held solely for the benefit of the Lenders and applied 53570.000371 EMF_US 44362017v35 by the Paying Agent as directed in writing by the Required Lenders from time to time. Any costs of the Insurance Proceeds Account shall be paid by the Borrower Representative when and as due. Upon (i) completion of all repairs to any Property in respect of which Insurance Proceeds or Condemnation Proceeds are held in the Insurance Proceeds Account, (ii) receipt by the Agent and the Diligence Valuation Agent of a Repair Completion Certificate of a Responsible Officer of the Borrower Representative and (iii) confirmation by the Diligence Valuation Agent to the Agent that such repairs have been completed in compliance with the Renovation Standards, the Agent shall direct Paying Agent to withdraw from the Insurance Proceeds Account the related Insurance Proceeds or Condemnation Proceeds on the next Payment Date and deposit include such amount in the Collection Account as Available Funds for such Payment Date. (c) Upon the occurrence of an Event of Default, the Agent may may, or at the direction of the Required Lenders shall, instruct the Paying Agent in writing to remit all or any portion of the amount on deposit in the Insurance Proceeds Account and apply such funds either to (i) the costs of completion of the repairs to any Property in respect of the Eligible Properties that have experienced a Casualty (other than Properties that have experienced flood damage and for which Insurance Proceeds are held in the Insurance Proceeds Account, flood insurance was not maintained) or (ii) the Advances OutstandingAllocated Loan Amount in respect of each Property funded hereunder, pro rata to each Lender, in such proportion as between items (i) and (ii) above as the Agent may determine in its sole discretiondiscretion or the Required Lenders may direct. The right to instruct the Paying Agent to remit and apply such amounts in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Agent or any Lender under this Agreement and the other Loan Documents. Except as expressly set forth in this Section 4.7, the amounts on deposit in the Insurance Proceeds Account shall not be released to the Borrowers or otherwise available to pay any Obligations.