Manager Termination Events. Each of the following events shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; (ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (ii) if in an amount less than $5 million and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (iii) any failure by the Manager to provide certain certificates or reports as required by Section 4.4 of the Indenture that shall not be cured within ten (10) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereof; (iv) a material default by the Manager in the due performance and observance of any covenant set forth herein or any other Transaction Document to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and such default shall not be cured within thirty (30) days after the Manager’s Actual Knowledge thereof, provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof; (v) any representation, warranty or statement of the Manager herein or in any other Transaction Document that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any respect and such breach is not cured within thirty (30) days after the Manager has obtained Actual Knowledge thereof; (vi) an Event of Bankruptcy with respect to the Manager; (vii) any final, non-appealable order against the Manager decreeing the dissolution of the Manager that is in effect for more than ten (10) Business Days; (viii) a final, non-appealable judgment for an amount in excess of $200,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager and is not discharged or stayed within forty-five (45) days of the date when due; (ix) an acceleration of more than $200,000,000 of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled; (x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing; (xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or (xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Yum Brands Inc)
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this AgreementAgreement when declared (or automatically without declaration in the case of clauses (vi) or (vii) below) by any of the Securitization Entities, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Back‑Up Manager, the Servicer or the Trustee (in the case of the Trustee, acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a (x) Concentration Account to the Collection Account or any other Indenture Trust Account or (y) Securitized Company Restaurant Account to a Concentration Account or any other Indenture Trust Account, in each case, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days of receipt) of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million and corrected cured within three (3) Business Days of a Manager Termination Event under this clause (i) (unless such payment requires an international funds transfer, in which case such may be cured within five (5) Business Days of a Manager Termination Event under this clause (i)) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Related Documents);
(ii) the Interest‑Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(iii) any failure by the Manager to provide certain to the Trustee the certificates or reports as required by Section 4.4 of the Indenture that shall not be cured within ten 4.01(b), (10c), (d), (f) Business Days or (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Daysg) of the Manager’s Actual Knowledge thereofBase Indenture (subject to applicable grace periods set forth within each such section);
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Related Document to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within uncured for a period of thirty (30) days after it has been notified thereof by any Securitization Entity or the Manager’s Control Party, or otherwise obtained Actual Knowledge thereof, of such default; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured)default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty forty-five (3045) days; includingand provided, if applicablefurther, that any default related to a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereofCollection Account;
(v) any representation, warranty or statement of material breach by the Manager herein of any representation or in warranty (or to the extent any other Transaction Document that representation or warranty is not already qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect , any breach of such representation or warranty) set forth in any material respect, this Agreement or any other Related Document or any certificate, report or writing delivered pursuant thereto and the continuation of such representation, warranty or statement default uncured for a period of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any respect and such breach is not cured within thirty (30) days after it has been notified thereof by any Securitization Entity or the Manager has Control Party, or otherwise obtained Actual Knowledge thereofof such default; provided, however, that as long as the Manager is diligently attempting to cure such default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional forty-five (45) days;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable non‑appealable order against the Manager decreeing the dissolution of the Manager that is in effect for more than ten (10) Business Daysdays;
(viii) a final, non-appealable non‑appealable judgment for an amount in excess of $200,000,000 50 million (exclusive of any portion thereof which is insured) is rendered against the Manager Manager, and is not paid, discharged or stayed within forty-five sixty (4560) days of the date when due;
(ix) an acceleration of more than $200,000,000 50 million of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereofthereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager any Non‑Securitization Entity to comply or cause compliance with the Holdco Specified Non-Securitization Non‑Securitization Debt Cap, and such failure has continued for a period of forty-five forty‑five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Back‑Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliancenon‑compliance; and/oror
(xii) the occurrence of a Change in Management with respect to the Manager following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 2 contracts
Samples: Management Agreement (Jack in the Box Inc), Management Agreement (Jack in the Box Inc /New/)
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 3,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(ii) the DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x (for this purpose, clause (D) of the definition of “Debt Service” shall not apply when calculating the DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further to the Collection Account; provided, further, that no Manager Termination Event shall occur under unless this clause (iv) due to the breach of any covenant relating to a any New Asset set forth in Article V as so long as the Manager has complied with Section Sections 2.7(b) or and 2.7(c) in with respect thereofto such breach;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (v) due to the breach of a representation or warranty relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach;
(vi) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, final non-appealable judgment for an amount in excess of $200,000,000 35,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not discharged or stayed within forty-five (45) 60 days of the date when due;
(ix) an acceleration of more than $200,000,000 35,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager or any direct or indirect subsidiary of the Manager (other than the Securitization Entities) to comply or cause compliance with the Holdco Dine Brands Global Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) 45 days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/oror
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies); provided, provided that the delivery of a Termination Notice will shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described circumstances set forth in clauses clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementAmounts), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Dine Brands Global, Inc.)
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty for a period of (30A) 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period in the preceding clause (A) shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, final non-appealable judgment for an amount in excess of $200,000,000 15,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not discharged or stayed within forty-five (45) 60 days of the date when due;
(ix) an acceleration of more than $200,000,000 15,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or
(xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of ControlControl or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or
(xii) the Manager pays any dividends to FAT Brands or its Affiliates. If a Manager Termination Event has occurred and is continuingcontinuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies, if any); provided, provided that the delivery of a Termination Notice will to the Manager shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described circumstances set forth in clauses clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager shall will serve as the Interim Successor Manager and will work with the Servicer Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.
Appears in 2 contracts
Samples: Management Agreement (Twin Hospitality Group Inc.), Management Agreement (Fat Brands, Inc)
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, final non-appealable judgment for an amount in excess of $200,000,000 15,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not discharged or stayed within forty-five (45) 60 days of the date when due;
(ix) an acceleration of more than $200,000,000 15,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;; or
(xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuingcontinuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies, if any); provided, provided that the delivery of a Termination Notice will to Manager shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described circumstances set forth in clauses clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Interim Successor Manager and will work with the Servicer Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager.
Appears in 2 contracts
Samples: Management Agreement (Fat Brands, Inc), Management Agreement (Fat Brands, Inc)
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” Event under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entitythe Master Issuer, the Back-Up Manager, the Servicer Control Party or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days of receipt) of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 5,000,000 and corrected within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Related Documents);
(ii) the DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x (for this purpose, clause (iv) of the definition of “Debt Service” shall not apply when calculating the DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provisions of this Agreement or any other Transaction Related Document to which it is a party (other than a default subject to subpart (ii) as described above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured for a period of thirty (30) days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, that if any such default is capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s Actual Knowledge receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (iv) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, howeverfurther, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under pursuant to this clause (iv) due to the breach of any covenant relating to a any New Asset set forth in Article V as ARTICLE 5 so long as the Manager has complied with Section 2.7(bSECTION 2.8(b) or 2.7(cand SECTION 2.8(c) in if such damages are required to be paid with respect thereofto such breach;
(v) any material breach by the Manager of any representation, warranty or statement of the Manager herein made in this Agreement or any other Related Document or in any certificate, report or other Transaction Document writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur pursuant to this clause (v) due to the breach of any covenant relating to any New Asset set forth in ARTICLE 5 so long as the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) if such damages are required to be incorrect in paid with respect to such breach;
(vi) any material respect, or breach by the Manager of any such representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is qualified by materiality or the definition of “Material Adverse Effect” proves as of the time when the same was made or deemed to be incorrect have been made or as of any other date specified in such document or agreement; provided that if any respect and such breach is not cured capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (vi) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (vi) due to the breach of a representation or warranty relating to any New Asset set forth in ARTICLE 5 so long as the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) with respect to such breach by taking any action required to be taken;
(vivii) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(viiviii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viiiix) a final, final non-appealable judgment for an amount in excess of $200,000,000 50,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within forty-five thirty (4530) days of the date when due;
(ixx) an acceleration of more than $200,000,000 50,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(xxi) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xixii) a failure by the Initial Manager any Non-Securitization Entity to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/orand
(xiixiii) the occurrence of a Change in Management with respect to the Manager following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Dunkin' Brands Group, Inc.)
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 1,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as report set forth in any required by Section 4.4 certificate or report set forth in Sections 4.1(a) through (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Service Recipient or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereofCollection Account;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, non-appealable judgment for an amount in excess of $200,000,000 5,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager and is not discharged or stayed within forty-five (45) 30 days of the date when due;
(ix) an acceleration of more than $200,000,000 10,000,000 of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Manager, the Initial Manager or any direct or indirect subsidiary of the Initial Manager (other than the Securitization Entities) to comply or cause compliance with the Holdco Driven Brands Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) 45 days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/oror
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization EntitiesService Recipients, the Back-Up Manager and the Rating AgencyAgencies); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this the Management Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this the Management Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Canadian Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; provided that, on and after the 2022-1 Springing Amendments Implementation Date, such threshold may be increased at the request of the Manager, subject to approval by the Control Party (such approval not to be unreasonably delayed, conditioned or withheld);
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the applicable Canadian Collection Account or any other applicable Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million CAN$1,354,300 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as report set forth in any required by Section 4.4 certificate or report set forth in Sections 4.1(a) through (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Service Recipient or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereofapplicable Canadian Collection Account;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, non-appealable judgment for an amount in excess of $200,000,000 CAN$6,771,500 (exclusive of any portion thereof which is insured) is rendered against the Manager and is not discharged or stayed within forty-five (45) 30 days of the date when due;
(ix) an acceleration of more than $200,000,000 CAN$13,543,000 of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager, the initial Manager or any direct or indirect subsidiary of an initial Manager (other than the Securitization Entities) to comply or cause compliance with the Holdco Driven Brands Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Canadian Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/oror
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization EntitiesService Recipients, the Back-Up Manager and the Rating AgencyAgencies); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this the Canadian Managementthis Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this the Canadian Managementthis Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementDisentanglement or, on and after the 2021 Springing Amendments Implementation Date, Continuity of Services), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Interim Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Samples: Canadian Management Agreement (Driven Brands Holdings Inc.)
Manager Termination Events. Each of the following events shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; provided that, on and after the 2021 Springing Amendments Implementation Date, such threshold may be increased at the request of the Manager, subject to approval by the Control Party (such approval not to be unreasonably delayed, conditioned or withheld);
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three two (32) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (ii) if in an amount less than $5 million and corrected within three two (32) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(iii) any failure by the Manager to provide certain certificates or reports as required by Section 4.4 of the Indenture that shall not be cured within ten (10) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereof;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein or any other Transaction Document to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and such default shall not be cured within thirty (30) days after the Manager’s Actual Knowledge thereof, provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof;
(v) any representation, warranty or statement of the Manager herein or in any other Transaction Document that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any respect and such breach is not cured within thirty (30) days after the Manager has obtained Actual Knowledge thereof;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable order against the Manager decreeing the dissolution of the Manager that is in effect for more than ten (10) Business Days;
(viii) a final, non-appealable judgment for an amount in excess of $200,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager and is not discharged or stayed within forty-five (45) days of the date when due;
(ix) an acceleration of more than $200,000,000 of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice to the Manager will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Interim Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(ii) the DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, final non-appealable judgment for an amount in excess of $200,000,000 15,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not discharged or stayed within forty-five (45) 60 days of the date when due;
(ix) an acceleration of more than $200,000,000 15,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;; or
(xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies, if any); provided, provided that the delivery of a Termination Notice will shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described circumstances set forth in clauses clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement)Documents, including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Successor Manager and will work with the Servicer Control Party to implement the Transition Plan a transition plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). By its signature below, the Back-Up Manager hereby agrees to perform all of its duties and obligations as set forth in this Agreement, including, without limitation, serving as, and performing the duties and obligations of, the Successor Manager hereunder and under the other applicable Transaction Documents under the circumstances contemplated by this Section 6.1. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager.
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” Event under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entitythe Master Issuer, the Control Party, the Back-Up Manager, the Servicer Manager or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 5,000,000 and corrected cured within three (3) Business Days of a Manager Termination Event under this clause (i) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Related Documents);
(ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in SECTIONS 4.1(a), (b), (c), (d), (e), (f) or (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provisions of this Agreement or any other Transaction Related Document to which it is a party (other than a default subject to subpart (ii) as described above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured for a period of thirty (30) days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, that if any such default is capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s Actual Knowledge receipt of written notice thereof, provided, however, that then a Manager Termination Event shall only occur under this clause (iv) as long as a result of such breach if it is not cured in all material respects by the Manager is diligently attempting to cure end of such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) daysday period; includingprovided, if applicablefurther, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under pursuant to this clause (iv) due to the breach of any covenant relating to a any New Asset set forth in Article V as ARTICLE 5 so long as the Manager has complied with Section 2.7(bSECTION 2.8(b) or 2.7(cand SECTION 2.8(c) in if such damages are required to be paid with respect thereofto such breach;
(v) any material breach by the Manager of any representation, warranty or statement of the Manager herein made in this Agreement or any other Related Document or in any certificate, report or other Transaction Document writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur pursuant to this clause (v) due to the breach of any representation, warranty or statement relating to any New Asset set forth in ARTICLE 5 so long as the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) if such damages are required to be incorrect in paid with respect to such breach;
(vi) any material respect, or breach by the Manager of any such representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is qualified by materiality or the definition of “Material Adverse Effect” proves as of the time when the same was made or deemed to be incorrect have been made or as of any other date specified in such document or agreement; provided that if any respect and such breach is not cured capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (vi) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (vi) due to the breach of a representation or warranty relating to any New Asset set forth in ARTICLE 5 so long as the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) with respect to such breach by taking any action required to be taken;
(vivii) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(viiviii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viiiix) a final, non-appealable judgment for an amount in excess of $200,000,000 50,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within forty-five sixty (4560) days of the date when due;
(ixx) an acceleration of more than $200,000,000 50,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(xxi) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xixii) a failure by the Initial Manager any Non-Securitization Entity to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/orand
(xiixiii) the occurrence of a Change in Management with respect to the Manager following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(ii) the DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, final non-appealable judgment for an amount in excess of $200,000,000 15,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not discharged or stayed within forty-five (45) 60 days of the date when due;
(ix) an acceleration of more than $200,000,000 15,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;; or
(xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies); provided, provided that the delivery of a Termination Notice will shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described circumstances set forth in clauses clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement)Documents, including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Successor Manager and will work with the Servicer Control Party to implement the Transition Plan a transition plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). By its signature below, the Back-Up Manager hereby agrees to perform all of its duties and obligations as set forth in this Agreement, including, without limitation, serving as, and performing the duties and obligations of, the Successor Manager hereunder and under the other applicable Transaction Documents under the circumstances contemplated by this Section 6.1. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager.
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 3,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Related Documents);
(ii) the DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x (for this purpose, clause (D) of the definition of “Debt Service” shall not apply when calculating the DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Related Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further to the Collection Account; provided, further, that no Manager Termination Event shall occur under unless this clause (iv) due to the breach of any covenant relating to a any New Asset set forth in Article V as so long as the Manager has complied with Section Sections 2.7(b) or and 2.7(c) in with respect thereofto such breach;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or any other Related Document or in any certificate, report or other Transaction Document writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (v) due to the breach of a representation or warranty relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach;
(vi) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, final non-appealable judgment for an amount in excess of $200,000,000 35,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not discharged or stayed within forty-five (45) 60 days of the date when due;
(ix) an acceleration of more than $200,000,000 35,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager or any direct or indirect subsidiary of the Manager (other than the Securitization Entities) to comply or cause compliance with the Holdco Dine Brands Global Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) 45 days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/oror
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies); provided, provided that the delivery of a Termination Notice will shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described circumstances set forth in clauses clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Related Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementAmounts), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; provided that, on and after the 2022-1 Springing Amendments Implementation Date, such threshold may be increased at the request of the Manager, subject to approval by the Control Party (such approval not to be unreasonably delayed, conditioned or withheld);
(ii) any failure by the Manager to remit a payment required to be deposited from a the U.S. Concentration Account to the U.S. Collection Account or any other applicable Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 1,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as report set forth in any required by Section 4.4 certificate or report set forth in Sections 4.1(a) through (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Service Recipient or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereofU.S. Collection Account;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, non-appealable judgment for an amount in excess of $200,000,000 5,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager and is not discharged or stayed within forty-five (45) 30 days of the date when due;
(ix) an acceleration of more than $200,000,000 10,000,000 of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Manager, the Initial Manager or any direct or indirect subsidiary of the Initial Manager (other than the Securitization Entities) to comply or cause compliance with the Holdco Driven Brands Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/oror
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization EntitiesService Recipients, the Back-Up Manager and the Rating AgencyAgencies); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this the Managementthis Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this the Managementthis Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementDisentanglement or, on and after the 2021 Springing Amendments Implementation Date, Continuity of Services), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the theInterim Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer Servicer, the Control Party or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 3,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x (for this purpose, clause (D) of the definition of “Debt Service” shall not apply when calculating the DSCR);
(iii) any material failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein material provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further to the Collection Account; provided, further, that no Manager Termination Event shall occur under unless this clause (iv) due to the breach of any covenant relating to a any New Asset set forth in Article V as so long as the Manager has complied with Section Sections 2.7(b) or and 2.7(c) in with respect thereofto such breach;
(v) any representation, warranty or statement of material breach by the Manager herein of any representation or warranty not qualified by materiality or the definition of Material Adverse Effect set forth in this Agreement or any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (v) due to the breach of a representation or warranty relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach;
(vi) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, non-appealable judgment for an amount in excess of $200,000,000 35,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within forty-five (45) 60 days of the date when due;
(ix) an acceleration of more than $200,000,000 35,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager or any direct or indirect subsidiary of the Manager (other than the Securitization Entities) to comply or cause compliance with the Holdco Dine Brands Global Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) 45 days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/oror
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control; provided that key members of the Leadership Team may be replaced with Control Party consent. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies); provided, provided that the delivery of a Termination Notice will shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described circumstances set forth in clauses clause (vi) or (vii) above, which termination shall be automatic. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts Amounts, or its obligations with respect to DisentanglementDisentanglement and Continuity of Services), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Interim Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (ii) if in an amount less than $5 million 2,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as report set forth in any required by Section 4.4 certificate or report set forth in Sections 4.1(a) through (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein in this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, provided, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to the transfer of a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the related Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereofCollection Account;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any respect and respect, in each case as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; and provided, further, that any such breach related to a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable order against the Manager decreeing the dissolution of the Manager that is in effect for more than ten (10) Business Daysdays;
(viii) a final, non-appealable judgment for an amount in excess of $200,000,000 25,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager or, so long as WRI is the Manager, and is not discharged or stayed within forty-five (45) days of the date when due;
(ix) an acceleration of more than $200,000,000 25,000,000 of the Indebtedness of the Manager or, so long as WRI is the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager or any affiliate of the Manager (other than the Securitization Entities), or so long as WRI is the Manager, the direct or indirect subsidiaries of Parent (other than the Securitization Entities), to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-non- compliance; and/or
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Managed Assets, Indenture Trust Accounts, the Management Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative)without incurring any additional cost. If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Samples: Management Agreement
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” Event under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entitythe Master Issuer, the Control Party, the Back-Up Manager, the Servicer Manager or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days of receipt) of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 5,000,000 and corrected cured within three (3) Business Days of a Manager Termination Event under this clause (i) (unless such payment requires an international funds transfer, in which case such breach may be cured within five (5) Business Days of a Manager Termination Event under this clause (i)) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Related Documents);
(ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in SECTIONS 4.1(a), (b), (c), (d), (e), (f) or (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provisions of this Agreement or any other Transaction Related Document to which it is a party (other than a default subject to subpart (ii) as described above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured for a period of thirty (30) days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, that if any such default is capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s Actual Knowledge receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (iv) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, howeverfurther, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under pursuant to this clause (iv) due to the breach of any covenant relating to a any New Asset set forth in Article V as 5 so long as the Manager has complied with Section 2.7(b2.8(b) or 2.7(cand Section 2.8(c) in if such damages are required to be paid with respect thereofto such breach;
(v) any material breach by the Manager of any representation, warranty or statement of the Manager herein made in this Agreement or any other Related Document or in any certificate, report or other Transaction Document writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur pursuant to this clause (v) due to the breach of any representation, warranty or statement relating to any New Asset set forth in Article 5 so long as the Manager has complied with Section 2.8(b) and Section 2.8(c) if such damages are required to be incorrect in paid with respect to such breach;
(vi) any material respect, or breach by the Manager of any such representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is qualified by materiality or the definition of “Material Adverse Effect” proves as of the time when the same was made or deemed to be incorrect have been made or as of any other date specified in such document or agreement; provided that if any respect and such breach is not cured capable of being remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (vi) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (vi) due to the breach of a representation or warranty relating to any New Asset set forth in Article 5 so long as the Manager has complied with Section 2.8(b) and Section 2.8(c) with respect to such breach by taking any action required to be taken;
(vivii) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(viiviii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viiiix) a final, final non-appealable judgment for an amount in excess of $200,000,000 50,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within forty-five sixty (4560) days of the date when due;
(ixx) an acceleration of more than $200,000,000 50,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(xxi) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xixii) a failure by the Initial Manager any Non-Securitization Entity to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/orand
(xiixiii) the occurrence of a Change in Management with respect to the Manager following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 3,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Related Documents);
(ii) the DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x (for this purpose, clause (D) of the definition of “Debt Service” shall not apply when calculating the DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Related Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further to the Collection Account; provided, further, that no Manager Termination Event shall occur under unless this clause (iv) due to the breach of any covenant relating to a any New Asset set forth in Article V as so long as the Manager has complied with Section Sections 2.7(b) or and 2.7(c) in with respect thereofto such breach;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or any other Related Document or in any certificate, report or other Transaction Document writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (v) due to the breach of a representation or warranty relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach;
(vi) an Event of Bankruptcy with respect to the ManagerManager shall have occurred;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, final non-appealable judgment for an amount in excess of $200,000,000 35,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not discharged or stayed within forty-five (45) 30 days of the date when due;
(ix) an acceleration of more than $200,000,000 35,000,000 of the Indebtedness of the Manager, Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager or any direct or indirect subsidiary of the Manager (other than the Securitization Entities) to comply or cause compliance with the Holdco DineEquity Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) 45 days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/oror
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies); provided, provided that the delivery of a Termination Notice will shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described circumstances set forth in clauses clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Related Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementAmounts), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million 250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, either the P&I DSCR Deemed Principal Amortization Amount or clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as required by Section 4.4 report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein material provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, final non-appealable judgment for an amount in excess of $200,000,000 15,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within forty-five (45) 60 days of the date when due;
(ix) an acceleration of more than $200,000,000 15,000,000 of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;; or
(xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuingcontinuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating AgencyAgencies, if any); provided, provided that the delivery of a Termination Notice will to Manager shall not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Interim Successor Manager and will work with the Servicer Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager.
Appears in 1 contract
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Canadian Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the applicable Canadian Collection Account or any other applicable Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (iii) if in an amount less than $5 million CAN$1,354,300 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as report set forth in any required by Section 4.4 certificate or report set forth in Sections 4.1(a) through (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein provision of this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, Manager has been notified thereof in writing by any Service Recipient or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereofapplicable Canadian Collection Account;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect incorrect, in each case as of the time when the same was made or deemed to have been made or as of any respect and other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable order order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager that is and such order, judgment or decree remains unstayed and in effect for more than ten (10) Business Daysdays;
(viii) a final, non-appealable judgment for an amount in excess of $200,000,000 CAN$6,771,500 (exclusive of any portion thereof which is insured) is rendered against the Manager and is not discharged or stayed within forty-five (45) 30 days of the date when due;
(ix) an acceleration of more than $200,000,000 CAN$13,543,000 of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager, the initial Manager or any direct or indirect subsidiary of an initial Manager (other than the Securitization Entities) to comply or cause compliance with the Holdco Driven Brands Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) 45 days after the Initial Manager has been notified in writing by any Canadian Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/oror
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization EntitiesService Recipients, the Back-Up Manager and the Rating AgencyAgencies); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this the Canadian Management Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this the Canadian Management Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, shall will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall will serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Samples: Canadian Management Agreement (Driven Brands Holdings Inc.)
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
; (ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (ii) if in an amount less than $5 million 2,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
; (iii) any failure by the Manager to provide certain certificates any required certificate or reports as report set forth in any required by Section 4.4 certificate or report set forth in Sections 4.1(a) through (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereof;
its due date; (iv) a material default by the Manager in the due performance and observance of any covenant set forth herein in this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, provided, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to the transfer of a Defective New Asset shall be deemed cured for 37 purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the related Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof;
Collection Account; (v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any respect and respect, in each case as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof;
, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; and provided, further, that any such breach related to a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account; (vi) an Event of Bankruptcy with respect to the Manager;
; (vii) any final, non-appealable order against the Manager decreeing the dissolution of the Manager that is in effect for more than ten (10) Business Days;
days; (viii) a final, non-appealable judgment for an amount in excess of $200,000,000 25,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager or, so long as WRI is the Manager, and is not discharged or stayed within forty-five (45) days of the date when due;
; (ix) an acceleration of more than $200,000,000 25,000,000 of the Indebtedness of the Manager or, so long as WRI is the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
; (x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
; (xi) a failure by the Initial Manager or any affiliate of the Manager (other than the Securitization Entities), or so long as WRI is the Manager, the direct or indirect subsidiaries of Parent (other than the Securitization Entities), to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or
and/or 38 (xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Managed Assets, Indenture Trust Accounts, the Management Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative)without incurring any additional cost. If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Samples: Management Agreement
Manager Termination Events. Each Any of the following events acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Servicer or the Trustee (acting at the direction of the Control Party):
(i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
(ii) any failure by the Manager to remit a payment required to be deposited from a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (ii) if in an amount less than $5 million 2,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);
(iii) any failure by the Manager to provide certain certificates any required certificate or reports as report set forth in any required by Section 4.4 certificate or report set forth in Sections 4.1(a) through (g) of the Base Indenture that shall not be cured within ten three (103) Business Days (or solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (5) Business Days) of the Manager’s Actual Knowledge thereofits due date;
(iv) a material default by the Manager in the due performance and observance of any covenant set forth herein in this Agreement or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default shall not be cured within thirty (30) for a period of 30 days after the Manager’s Actual Knowledge thereof, provided, Manager has been notified thereof in writing by any Securitization Entity or the Control Party; provided however, that as long as the Manager is diligently attempting to cure such default (so long as such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional thirty (30) 30 days; includingand provided, if applicablefurther, that any default related to the transfer of a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by payment the Manager of liquidated damages in an amount equal to the related Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereofCollection Account;
(v) any representation, warranty or statement of the Manager herein made in this Agreement or in any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect, or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any respect and respect, in each case as of the time when the same was made or deemed to have been made or as of any other date specified in such document or agreement; provided that if any such breach is not cured capable of being remedied within thirty (30) 30 days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; and provided, further, that any such breach related to a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non-appealable order against the Manager decreeing the dissolution of the Manager that is in effect for more than ten (10) Business Daysdays;
(viii) a final, non-appealable judgment for an amount in excess of $200,000,000 25,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager or, so long as WRI is the Manager, and is not discharged or stayed within forty-five (45) days of the date when due;
(ix) an acceleration of more than $200,000,000 25,000,000 of the Indebtedness of the Manager or, so long as WRI is the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions hereof) or the Manager asserts as much in writing;
(xi) a failure by the Initial Manager or any affiliate of the Manager (other than the Securitization Entities), or so long as WRI is the Manager, the direct or indirect subsidiaries of Parent (other than the Securitization Entities), to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or
(xii) the occurrence of a Change in Management following the occurrence of a Change of Control. If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agency); provided, that the delivery of a Termination Notice will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Managed Assets, Indenture Trust Accounts, the Management Accounts or otherwise, shall vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative)without incurring any additional cost. If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager shall serve as the Successor Manager and will work with the Servicer to implement the Transition Plan until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
Appears in 1 contract
Samples: Management Agreement (Wingstop Inc.)
