Common use of Rapid Amortization Events Clause in Contracts

Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (e) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7: (a) the DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,000; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Date, such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events as declared by the Control Party (acting at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Manager, the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided provided, that a Rapid Amortization Event described in clause (ef) below will occur automatically without any declaration thereof by the Control Party unless the Control Party and 100% (acting at the direction of the Noteholders Controlling Class Representative) and each Noteholder of the applicable Notes that have not been repaid or refinanced in full on or prior to the applicable Series Anticipated Repayment Date have agreed to waive such event in accordance with Section 9.7: (a) the failure to maintain a P&I DSCR with respect to greater than 1.20x as calculated on any Quarterly Payment Date is less than the Rapid Amortization DSCR ThresholdCalculation Date; (b) Wendy’s the occurrence of a Manager Termination Event; (c) the occurrence of an Event of Default; (d) Twin Hospitality TP Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,000450,000,000; provided, that such threshold may be increased or decreased at the request of the Issuer subject to approval by the Control Party (acting at the direction of the Controlling Class Representative); (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR Senior Leverage Ratio is greater than 2.00x 7.00x as calculated on any Quarterly Calculation Date; (f) the occurrence of such a Series Anticipated Repayment Date; or (g) the Controlling Class Representative determines that any of the Issuer, and such Series of Notes (the Manager or Class FAT Brands has failed to perform or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Date, such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth comply in any Series Supplement shall continue to be made when due and payable subsequent to material respect with any of its obligations under the Side Letter. Upon the occurrence of a Rapid Amortization Event, the Control Party (acting at the direction of the Controlling Class Representative) will deliver, to the applicable recording office for recordation, any Mortgage granted by a Securitization Party and held in escrow by the Control Party for the benefit of the Secured Parties, unless such requirement to record is waived by the Control Party, acting at the direction of the Controlling Class Representative.

Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (e) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7: (a) the DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s EWC Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,000450,000,000; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunderthereof); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunderthereof) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment DateDate (such calendar year, the “Post-ARD Rapid Amortization Cure Period”), such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event.

Rapid Amortization Events. The Notes shall be subject to rapid amortizationUpon the occurrence, in whole as and not in part, following the occurrence of any of the following events as when declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to Trustee and the Trustee) (eachCo-Issuers, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (e) below will occur automatically without of any declaration by the Control Party unless the Control Party and 100% one of the Noteholders have agreed to waive such event in accordance with Section 9.7following events: (a) the Quarterly DSCR or, on and after the Springing Amendments Implementation Date, the DSCR, with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales as calculated on any Quarterly Calculation Date are Payment Date, the sum of Global Retail Sales for all Stores for the thirteen (13) Fiscal Periods ended on the last day of the immediately preceding Fiscal Period is less than $5,500,000,0004,150,000,000; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has Co-Issuers have not repaid or refinanced a any Series of Notes (or Class or Tranche Subclass thereof) in full on or prior to its respective Series Anticipated Repayment Date, a “Rapid Amortization Event” shall be deemed to have occurred without the giving of further notice or any other action on the part of the Trustee or any Noteholder; provided, however, that upon the occurrence of the event set forth in clause (e) above, a Rapid Amortization Event shall automatically occur without any declaration thereof by the Control Party (at the direction of the Controlling Class Representative) unless the Control Party (at the direction of the Controlling Class Representative) and each affected Noteholder has agreed to waive such event in accordance with Section 13.2; and provided further that if a Rapid Amortization Event occurs pursuant to clause (e) above and (i) the Quarterly DSCR or, on and after the Springing Amendments Implementation Date, the DSCR, as of the applicable Series Anticipated Repayment Date relating to such is greater than 2.0x and (ii) the applicable Series of Notes (or Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunderSubclass thereof) is repaid or refinanced within one (1) calendar year from of such Series Anticipated Repayment Date, ; then such Rapid Amortization Event shall no longer be in effect following and the Rapid Amortization Period relating to such repayment or refinancingRapid Amortization Event shall end. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event, except that no Scheduled Principal Payments with respect to any Series of Notes shall be due and payable subsequent to the occurrence of a Rapid Amortization Event set forth in clause (e) above. Upon the occurrence of a Rapid Amortization Event, the Trustee, at the direction of the Control Party, will deliver, for recordation, the Manufacturing and Distribution Center Mortgages granted by the Domestic Distribution Real Estate Holder and held in escrow by the Trustee for the benefit of the Secured Parties, unless such requirement to record is waived by the Control Party, acting at the direction of the Controlling Class Representative.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (ed) below will occur automatically without any declaration thereof by the Control Party (at the direction of the Controlling Class Representative) unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7the terms of this Base Indenture: (a) the failure to maintain a DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales of at least 1.20:1.00 as calculated on any Quarterly Calculation Date are less than $5,500,000,000Date; (b) the occurrence of a Manager Termination Event; (c) a Manager Termination the occurrence of an Event shall have occurredof Default; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a any Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder)Class; provided provided, that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and any such Series of Notes (or Series, Class or Tranche thereunder) of Notes is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Dateits original anticipated repayment date, such Rapid Amortization Event shall will no longer be in effect following such repayment or refinancing; or (e) Taco Xxxx U.S. System-Wide Sales as calculated on any Quarterly Calculation Date are less than $4,200,000,000. For The Control Party, acting with the avoidance consent of doubtthe Controlling Class Representative, any Scheduled Principal Payments set forth in any Series Supplement shall continue be entitled to be made when due and payable subsequent to waive the occurrence of any Rapid Amortization Event, except in the case of a Rapid Amortization EventEvent pursuant to clause (d) above, which shall require the consent of each affected Noteholder. Except as provided in clause (d) above, Rapid Amortization Events shall not be curable.

Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (e) I below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7: (a) the DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Planet Fitness Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,0001.25 billion; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunderthereof); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunderthereof) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment DateDate (such calendar year, the “Post-ARD Rapid Amortization Cure Period”), such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event.

Rapid Amortization Events. The Class A Notes shall will be subject to rapid amortization, in whole and not in part, amortization following the occurrence (unless waived) of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer Issuers (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause clauses (ea) and (b) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% (acting at the direction of the Noteholders Controlling Class Representative) and each affected Noteholder and each LC Provider have agreed to waive such event in accordance with Section 9.7: (a) the DSCR with respect SCI or any Spectrum Lease Guarantor shall fail to make any Quarterly lease payment to be made by it when due on a Spectrum Lease Payment Date is less than under the Spectrum Lease and such failure remains unremedied for five (5) Business Days (a “Lessee Payment Default Rapid Amortization DSCR ThresholdAm Event”); (b) Wendy’s Systemwide Sales as calculated on the failure to repay or refinance any Quarterly Calculation Tranche of the Class A Notes in full by the Series Anticipated Repayment Date are less than $5,500,000,000relating to such Tranche of the Class A Notes; (c) the occurrence of a Manager Termination Event shall have occurred;(except pursuant to clauses (iv), (v) or (vi) of the definition thereof); or (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Date, such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event. The Control Party, acting with the consent of the Controlling Class Representative, shall be entitled to waive the occurrence of any Rapid Amortization Event, except in the case of a Rapid Amortization Event pursuant to clauses (a) and (b) above, which shall require the consent of each Noteholder and LC Provider. Promptly upon the occurrence of a Lessee Payment Default Rapid Am Event or the acceleration of the Class A Notes following the occurrence of an Event of Default, the Control Party (at the direction of the Controlling Class Representative) shall direct the Trustee to proceed to sell, lease, license or otherwise dispose of all or any portion of the Collateral, including through public or private dispositions, which may include an auction sale process, and otherwise exercise the rights of a secured party upon default under the UCC, all in accordance with applicable Requirements of Law and the procedures set forth in the Remedial Provisions (the “Spectrum Realization Procedures”) and, in connection therewith, the Control Party shall have all of the rights and remedies of (and shall be afforded all the protections of) the Trustee set forth in the Remedial Provisions and set forth in the Back-Up Management Agreement. The proceeds from the Spectrum Realization Procedures shall be applied in accordance with the Priority of Payments.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided provided, that a Rapid Amortization Event described in clause (e) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders each affected Noteholder have agreed to waive such event in accordance with Section 9.7: (a) the DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Dunkin’ Donuts U.S. Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,0004,200,000,000; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a any Tranche of Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Tranche of Series of Notes (or Class or Tranche thereunder)Notes; provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date2.0x, and such Series of Notes (or Class or Tranche thereunderthereof) is repaid or refinanced within one (1) calendar year from (such Series Anticipated Repayment Datecalendar year, the “Post-ARD Rapid Amortization Cure Period”), such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event, except that no Scheduled Principal Payments with respect to any Series of Notes shall be due and payable subsequent to the occurrence of a Rapid Amortization Event set forth in clause (e) above. Within twenty (20) Business Days of a Mortgage Recordation Event, the Trustee, at the direction of the Control Party, will deliver, for recordation, the Mortgages granted by the Franchise Holder and held in escrow by the Trustee for the benefit of the Secured Parties, unless such requirement to record is waived by the Control Party, acting at the direction of the Controlling Class Representative.

Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (eb) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.79.07: (a) the failure to maintain a DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales of at least 1.20x as calculated on any Quarterly Calculation Date are less than $5,500,000,000Date; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (eb) the Master Issuer has not repaid failure to repay or refinanced refinance a Series of Notes (or Class or Tranche thereofthereunder) in full on or prior to by the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party extent that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment DateDate (such calendar year, the “Post-ARD Rapid Amortization Cure Period”), such Rapid Amortization Event shall will no longer be in effect following such repayment or refinancing; (c) the occurrence of a Manager Termination Event; (d) the occurrence of an Event of Default; or (e) Systemwide Sales calculated on any Quarterly Payment Date are less than $1.25 billion. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer Co-Issuers (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided provided, that a Rapid Amortization Event described in clause (e) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders each affected Noteholder have agreed to waive such event in accordance with Section 9.7: (a) the DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Applebee’s/IHOP Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,0003,500,000,000; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has Co-Issuers have not repaid or refinanced a any Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Date, such Rapid Amortization Event shall no longer be in effect following such repayment or refinancingClass. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event, except that no Scheduled Principal Payments with respect to any Series of Notes shall be due and payable subsequent to the occurrence of a Rapid Amortization Event set forth in clause (e) above. Within twenty (20) Business Days of a Mortgage Recordation Event, the Trustee, at the direction of the Control Party, will deliver, for recordation, the Mortgages granted by the Franchise Entity and held in escrow by the Trustee for the benefit of the Secured Parties, unless such requirement to record is waived by the Control Party, acting at the direction of the Controlling Class Representative.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (ed) below will occur automatically without any declaration thereof by the Control Party (at the direction of the Controlling Class Representative) unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7the terms of this Base Indenture: (a) the failure to maintain a DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales of at least 1.20:1.00 as calculated on any Quarterly Calculation Date are less than $5,500,000,000Date; provided that, on and after the 2021 Springing Amendments Implementation Date, such threshold may be increased at the request of the Issuer, subject to approval by the Control Party (such approval not to be unreasonably delayed, conditioned or withheld), and, to the extent that any Rapid Amortization Event has occurred and is then continuing, each Noteholder of each Series of applicable Notes Outstanding; (b) the occurrence of a Manager Termination Event; (c) a Manager Termination the occurrence of an Event shall have occurredof Default; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a any Series of Notes (or Class Class, Subclass or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class Class, Subclass or Tranche thereunder)Tranche; provided provided, that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and any such Series Series, Class, Subclass or Tranche of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Dateits original anticipated repayment date, such Rapid Amortization Event shall will no longer be in effect following such repayment or refinancing. For ; provided that, on and after the avoidance 2021 Springing Amendments Implementation Date, such threshold may be increased at the request of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue the Issuer subject to approval by the Control Party (such approval not to be made when due unreasonably delayed, conditioned or withheld), and payable subsequent each Noteholder of each Series of applicable Notes Outstanding that have not been repaid or refinanced in full on or prior to the applicable Series Anticipated Repayment Date; or (e) Taco Bxxx U.S. System-Wide Sales as calculated on any Quarterly Calculation Date are less than $4,200,000,000; provided that, on and after the 2021 Springing Amendments Implementation Date, such threshold may be increased at the request of the Issuer subject to approval by the Control Party (such approval not to be unreasonably delayed, conditioned or withheld) or decreased at the request of the Issuer subject to approval by the Control Party and, solely with respect to any such decrease, satisfaction of the Rating Agency Condition, and, to the extent that any Rapid Amortization Event has occurred and is then continuing, each Noteholder of each Series of applicable Notes Outstanding. The Control Party, acting with the consent of the Controlling Class Representative (if any), shall be entitled to waive the occurrence of any Rapid Amortization Event, except in the case of a Rapid Amortization Event pursuant to clause (d) above, which shall require the consent of each affected Noteholder. Except as provided in clause (d) above, Rapid Amortization Events shall not be curable. No make-whole prepayment consideration will be required in connection with any amounts paid in connection with a Rapid Amortization Event.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Manager, the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (ed) below will occur automatically without any declaration thereof by the Control Party unless the Control Party and 100% each Noteholder of solely the Noteholders applicable Series of Notes (or Class, Subclass or Tranche thereof) Outstanding that have not been (or, without such consent, will not otherwise be) repaid or refinanced in full on or prior to the respective Series Anticipated Repayment Date for such Series of Notes (or Class, Subclass or Tranche thereof) and that resulted (or, without such consent, would otherwise result) in such occurrence of a Rapid Amortization Event have agreed to waive such event in accordance with the terms of Section 9.7: (a) the failure to maintain a DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales of at least 1.20x as calculated on any Quarterly Calculation Date are less than $5,500,000,000Date; provided, that such DSCR threshold may be increased at the request of the Issuer subject to approval by the Control Party and, to the extent that any Rapid Amortization Event has occurred and is continuing, each Noteholder of each Series of applicable Notes outstanding; (b) the occurrence of a Manager Termination Event; (c) a Manager Termination the occurrence of an Event shall have occurredof Default; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a any Series of Notes (or Class Class, Subclass or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to provided for such Series of Notes (or Class Class, Subclass or Tranche thereunder)thereof) in the Series Supplement for such Series, Class, Subclass or Tranche of Notes; provided provided, that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee 2020-1 Supplement will provide, and the Control Party Series Supplement for any Series of Additional Notes (or Class, Subclass or Tranche thereof) may provide, that if the DSCR is greater than 2.00x as of such the applicable Series Anticipated Repayment Date, and any such Series Series, Class, Subclass or Tranche of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such its Series Anticipated Repayment Date, such Rapid Amortization Event shall will no longer be in effect following such repayment or refinancing. For ; provided, that such DSCR threshold may be increased at the avoidance request of doubtthe Issuer subject to approval by the Control Party and each Noteholder of solely the applicable Series of Notes (or Class, any Scheduled Principal Payments set forth Subclass or Tranche thereof) Outstanding that have not been (or, without such consent, will not otherwise be) repaid or refinanced in any Series Supplement shall continue to be made when due and payable subsequent full on or prior to the respective Series Anticipated Repayment Date for such Series of Notes (or Class, Subclass or Tranche thereof) and that resulted (or, without such consent, would otherwise result) in such occurrence of a Rapid Amortization Event; or (e) Wingstop System-Wide Sales as calculated on any Quarterly Calculation Date are less than $555,000,000; provided that such threshold may be increased or decreased at the request of the Issuer subject to approval by the Control Party and satisfaction of the Rating Agency Condition. Except as provided in clause (d) above, Rapid Amortization Events shall not be curable.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events (and any events that may be added in connection with the issuance of any Additional Notes) as declared by the Control Party (acting at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Manager and the Trustee) (each, a “Rapid Amortization Event”); provided provided, that a Rapid Amortization Event described in clause (ed) below will occur automatically without any declaration thereof by the Control Party unless the Control Party and 100% (acting at the direction of the Noteholders Controlling Class Representative) and each Noteholder of the applicable Notes that have not been repaid or refinanced in full on or prior to the applicable Series Anticipated Repayment Date have agreed to waive such event in accordance with Section 9.7: (a) the failure to maintain a DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales of at least 1.20x as calculated on any Quarterly Calculation Date are less than $5,500,000,000Date; (b) the occurrence of a Manager Termination Event; (c) a Manager Termination the occurrence of an Event shall have occurredof Default; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a any Series of Notes (or Class Class, Subclass or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to provided for such Series of Notes (or Class any Class, Subclass or Tranche thereunder)thereof) in the Series Supplement for such Series, Class, Subclass or Tranche of Notes; provided provided, that, the Series Supplement for any Series of Additional Notes (or Class, Subclass or Tranche thereof) may provide that if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and any such Series Series, Class, Subclass or Tranche of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such its Series Anticipated Repayment Date, such Rapid Amortization Event shall will no longer be in effect following such repayment or refinancing. For ; (e) FAT Brands Systemwide Sales as calculated on any Quarterly Calculation Date are less than $250,000,000; provided, that such threshold may be increased or decreased at the avoidance request of doubt, the Issuer subject to approval by the Control Party (acting at the direction of the Controlling Class Representative) and satisfaction of the Rating Agency Condition; (f) the FAT Brands Leverage Ratio is greater than 7.50x as calculated on any Scheduled Principal Payments set forth in Quarterly Calculation Date; or (g) the Senior Leverage Ratio is greater than 7.00x as calculated on any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization EventQuarterly Calculation Date.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events (and any events that may be added in connection with the issuance of any Additional Notes) as declared by the Control Party (acting at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Manager and the Trustee) (each, a “Rapid Amortization Event”); provided provided, that a Rapid Amortization Event described in clause (ed) below will occur automatically without any declaration thereof by the Control Party unless the Control Party and 100% each Noteholder of the Noteholders applicable Notes Outstanding that have not been repaid or refinanced in full on or prior to the applicable Series Anticipated Repayment Date have agreed to waive such event in accordance with Section 9.7: (a) (i) the failure to maintain a DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales of at least 1.20x as calculated on any Quarterly Calculation Date are less than $5,500,000,000Date; provided, that such threshold may be increased at the request of the Issuer subject to approval by the Control Party and, to the extent that any Rapid Amortization Event has occurred and is continuing, each Noteholder of each Series of applicable Notes Outstanding; (b) the occurrence of a Manager Termination Event; (c) a Manager Termination the occurrence of an Event shall have occurredof Default; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a any Series of Notes (or Class Class, Subclass or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to provided for such Series of Notes (or Class any Class, Subclass or Tranche thereunder)thereof) in the Series Supplement for such Series, Class, Subclass or Tranche of Notes; provided provided, that, the Series Supplement for any Series of Notes (or Class, Subclass or Tranche thereof) may provide, that if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such the applicable Series Anticipated Repayment Date, and any such Series Series, Class, Subclass or Tranche of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such its Series Anticipated Repayment Date, such Rapid Amortization Event shall will no longer be in effect following such repayment or refinancing. For ; provided, that such threshold may be increased at the avoidance request of doubt, any Scheduled Principal Payments set forth the Issuer subject to approval by the Control Party and each Noteholder of each Series of applicable Notes outstanding that have not been repaid or refinanced in any Series Supplement shall continue to be made when due and payable subsequent full on or prior to the occurrence applicable Series Anticipated Repayment Date; or (e) Arby’s System-Wide Sales as calculated on any Quarterly Calculation Date are less than $1.95 billion; provided that such threshold may be increased or decreased at the request of a Rapid Amortization Eventthe Issuer subject to approval by the Control Party and satisfaction of the Rating Agency Condition.

Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (e) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7: : (a) the DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; ; (b) Wendy’s Planet Fitness Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,000; 1.25 billion; (c) a Manager Termination Event shall have occurred; ; (d) an Event of Default shall have occurred; or or (e) the Master Issuer has not repaid or refinanced a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunderthereof); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunderthereof) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment DateDate (such calendar year, the “Post-ARD Rapid Amortization Cure Period”), such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event.

Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following the occurrence of any of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (e) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7: (a) the DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Planet Fitness Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,0001.25 billion; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has not repaid or refinanced a Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment DateDate (such calendar year, the “Post-ARD Rapid Amortization Cure Period”), such Rapid Amortization Event shall no longer be in effect following such repayment or refinancing. For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events (and any events that may be added in connection with the issuance of any Additional Notes) as declared by the Control Party (acting at the direction of the Controlling Class Representative) by written notice to the Master Issuer Co-Issuers (with a copy to the Manager, the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (ed) below will occur automatically without any declaration thereof by the Control Party unless the Control Party and 100% each Noteholder of the Noteholders applicable Notes that have not been repaid or refinanced in full on or prior to the applicable Series Anticipated Repayment Date have agreed to waive such event in accordance with Section 9.7: (a) the failure to maintain a DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales of at least 1.20x as calculated on any Quarterly Calculation Date are less than $5,500,000,000Date; (b) the occurrence of a Manager Termination Event; (c) a Manager Termination the occurrence of an Event shall have occurredof Default; (d) an Event of Default shall the Co-Issuers have occurred; or (e) the Master Issuer has not repaid or refinanced a any Series of Notes (or Class Class, Subclass or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to provided for such Series of Notes (or Class any Class, Subclass or Tranche thereunder)thereof) in the Series Supplement for such Series, Class, Subclass or Tranche of Notes; provided provided, that, the Series Supplement for any Series of Additional Notes (or Class, Subclass or Tranche thereof) may provide that if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and any such Series Series, Class, Subclass or Tranche of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such its Series Anticipated Repayment Date, such Rapid Amortization Event shall will no longer be in effect following such repayment or refinancing. For ; or (e) Applebee’s/IHOP Systemwide Sales as calculated on any Quarterly Calculation Date are less than $3,250,000,000; provided that such threshold may be increased or decreased at the avoidance request of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue the Co-Issuers subject to be made when due approval by the Control Party and payable subsequent to satisfaction of the occurrence of a Rapid Amortization EventRating Agency Condition.

Rapid Amortization Events. The Notes shall be subject to rapid amortization, in whole and not in part, following Upon the occurrence of any one of the following events as declared by the Control Party (at the direction of the Controlling Class Representative) by written notice to the Master Issuer (with a copy to the Trustee) (each, a “Rapid Amortization Event”); provided that a Rapid Amortization Event described in clause (e) below will occur automatically without any declaration by the Control Party unless the Control Party and 100% of the Noteholders have agreed to waive such event in accordance with Section 9.7events: (a) the DSCR with respect to Debt Service Coverage Ratio for any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide the sum of Aggregate Franchise Drive-In Gross Sales as calculated and Aggregate Company-owned Drive-In Gross Sales on any Quarterly Calculation Payment Date are is less than $5,500,000,0002.25 billion; (c) a Manager Termination Event shall have occurred; (d) an Event of Default shall have occurred; or (e) the Master Issuer has Co-Issuers have not repaid repaid, including through one or refinanced a more refinancings, any Series of Notes (or Class or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes or Class, a “Rapid Amortization Event” shall be deemed to have occurred, as and when declared by the Control Party (or as directed by the Controlling Class or Tranche thereunder); provided that, if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing Representative) by written notice to the Trustee and the Control Party Co-Issuers but without the giving of further notice or any other action on the part of the Trustee or any Noteholder; provided, however, that upon the DSCR is greater than 2.00x as occurrence of such Series Anticipated Repayment Datethe event set forth in clause (e) above, and such Series of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such Series Anticipated Repayment Date, such a Rapid Amortization Event shall no longer be in effect following such repayment or refinancingautomatically occur without any declaration thereof by the Control Party (at the direction of the Controlling Class Representative). For the avoidance of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue to be made when due and payable subsequent to the occurrence of a Rapid Amortization Event, except that no Scheduled Principal Payments with respect to any Series of Notes shall be due and payable subsequent to the occurrence of a Rapid Amortization Event set forth in clause (e) above.

Rapid Amortization Events. The Notes shall will be subject to rapid amortization, amortization in whole and not in part, part following the occurrence of any of the following events (and any events that may be added in connection with the issuance of any Additional Notes) as declared by the Control Party (acting at the direction of the Controlling Class Representative) by written notice to the Master Issuer Co-Issuers (with a copy to the Manager and the Trustee) (each, a “Rapid Amortization Event”); provided provided, that a Rapid Amortization Event described in clause (ed) below will occur automatically without any declaration thereof by the Control Party unless the Control Party and 100% each Noteholder of the Noteholders applicable Notes that have not been repaid or refinanced in full on or prior to the applicable Series Anticipated Repayment Date have agreed to waive such event in accordance with Section 9.7: (a) the failure to maintain a DSCR with respect to any Quarterly Payment Date is less than the Rapid Amortization DSCR Threshold; (b) Wendy’s Systemwide Sales of at least 1.20x as calculated on any Quarterly Calculation Date are less than $5,500,000,000Date; (b) the occurrence of a Manager Termination Event; (c) a Manager Termination the occurrence of an Event shall have occurredof Default; (d) an Event of Default shall the Co-Issuers have occurred; or (e) the Master Issuer has not repaid or refinanced a any Series of Notes (or Class Class, Subclass or Tranche thereof) in full on or prior to the Series Anticipated Repayment Date relating to provided for such Series of Notes (or Class any Class, Subclass or Tranche thereunder)thereof) in the Series Supplement for such Series, Class, Subclass or Tranche of Notes; provided provided, that, the Series Supplement for any Series of Additional Notes (or Class, Subclass or Tranche thereof) may provide that if on the applicable Series Anticipated Repayment Date the Master Issuer certifies in writing to the Trustee and the Control Party that the DSCR is greater than 2.00x as of such Series Anticipated Repayment Date, and any such Series Series, Class, Subclass or Tranche of Notes (or Class or Tranche thereunder) is repaid or refinanced within one (1) calendar year from such its Series Anticipated Repayment Date, such Rapid Amortization Event shall will no longer be in effect following such repayment or refinancing. For ; or (e) Applebee’s/IHOP Systemwide Sales as calculated on any Quarterly Calculation Date are less than $3,250,000,000; provided, that such threshold may be increased or decreased at the avoidance request of doubt, any Scheduled Principal Payments set forth in any Series Supplement shall continue the Co-Issuers subject to be made when due approval by the Control Party and payable subsequent to satisfaction of the occurrence of a Rapid Amortization EventRating Agency Condition.