Senior Notes Interest Reserve Account. To the extent the Franchisor shall own a Senior Notes Interest Reserve Account, the Franchisor shall comply (and shall cause the Manager to comply) with Section 5.3 of the Base Indenture, to the extent applicable, with respect to each the Senior Notes Interest Reserve Account (including any lock-box related thereto), and shall not make any deposits or withdrawals except as provided therein.
Senior Notes Interest Reserve Account. (a) The Trustee agrees that:
(i) the Senior Notes Interest Reserve Account is an account to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will or may be credited;
(ii) the Senior Notes Interest Reserve Account is a “securities account” within the meaning of Section 8-501 of the New York UCC and the Trustee qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;
(iii) all property delivered to the Trustee pursuant to the Base Indenture will be promptly credited to the Senior Notes Interest Reserve Account;
(iv) each item of property (whether investment property, security, instrument or cash) credited to the Senior Notes Interest Reserve Account shall be treated as a Financial Asset under Article 8 of the New York UCC;
(v) the Senior Notes Interest Reserve Account shall be governed by the laws of the State of New York, regardless of, and notwithstanding, any provision of any other agreement (including any applicable existing account agreement) and any amendment or modification to reconfirm the governing law of any such agreement; for purposes of all applicable UCCs and all issued specified in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, New York shall be deemed to be the Trustee’s jurisdiction, and the Senior Notes Interest Reserve Account (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;
(vi) the Trustee has not entered into, and until termination of this Agreement will not enter into, any agreement with any other Person relating to the Senior Notes Interest Reserve Account and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Trustee has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuer purporting to limit or condition the obligation of the Trustee to comply with entitlement orders as set forth in this Agreement; and
(vii) except for the claims and interest of the Trustee, the Secured Parties, the Issuer and the other Securitization Entities in the Senior Notes Interest Reserve Account, neither the Trustee nor, in the...
Senior Notes Interest Reserve Account. On the Closing Date, the Master Issuer expects to have sufficient funds in the Senior Notes Interest Reserve Account and will not be required to deposit additional funds in the Senior Notes Interest Reserve Account on the Closing Date.
Senior Notes Interest Reserve Account. (i) On the Accounting Date preceding the first Payment Date that coincides with or follows any Senior Notes Interest Reserve Step-Down Date, the Master Issuer shall instruct the Indenture Trustee in writing to withdraw on such Payment Date funds then on deposit in the Senior Notes Interest Reserve Account equal to the Senior Notes Interest Reserve Step-Down Release Amount and deposit such funds into the Collection Account.
(ii) If the Master Issuer determines, with respect to any Series of Senior Notes, that the amount to be deposited in any Series Distribution Account in accordance with the terms of this Section 11.1 on any Series Legal Final Maturity Date related to such Series of Senior Notes is less than the Aggregate Outstanding Principal Amount of such Series of Senior Notes, on the Accounting Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer shall instruct the Indenture Trustee thereof in writing, and the Indenture Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Notes Interest Reserve Account and deposit in the order of priority set forth in Section 11.5 into the applicable Series Distribution Accounts, an amount equal to the lesser of such insufficiency and the Available Senior Notes Interest Reserve Account Amount (after giving effect to any payments made from the Senior Notes Interest Reserve Account pursuant to clause (ii) of Section 11.1(a), clause (ii) of Section 11.1(b), and clause (ii) of Section 11.1(c)) on such Series Legal Final Maturity Date.
Senior Notes Interest Reserve Account. On the Closing Date, the Master Issuer expects to have sufficient funds in the Senior Notes Interest Reserve Account and will not be required to deposit additional funds in the Senior Notes Interest Reserve Account on the Closing Date. Series 2022-1 Class A-2 Senior Secured Notes: The following revisions in red ink and blue ink are hereby made to pages 11 and 12 of the Preliminary Offering Memorandum under the heading “Summary of the Offering—Offered Notes—General Description—Series 2022-1 Class A-2 Senior Secured Notes” and the Preliminary Offering Memorandum is hereby amended as follows: On the Closing Date, the Master Issuer will issue two subclasses of fixed rate senior secured term notes in a combined aggregate principal amount of $500,000,00 consisting of (i) the “Series 2022-1 Class A-2-I Notes” in a total aggregate principal amount of $100,000,000 and (ii) the “Series 2022-1 Class A-2-II Notes” in a total aggregate principal amount of $400,000,000 (collectively, the “Series 2022-1 Class A-2 Notes” or the “Offered Notes”; each of the Series 2022-1 Class A-2-I Notes and the Series 2022-1 Class A-2-II Notes is sometimes referred to herein as a “Tranche” of the Offered Notes) pursuant to the Indenture.
Senior Notes Interest Reserve Account. On the Closing Date, the Master Issuer will be required to deposit an amount equal to $1.1 million into the Senior Notes Interest Reserve Account and/or arrange for the issuance of an Interest Reserve Letter of Credit for such amount. On the Closing Date, the Master Issuer intends to deposit approximately $1.1 million in the Senior Notes Interest Reserve Account from net proceeds of the offering in partial satisfaction of the Series 2018-1 Senior Notes Interest Reserve Deposit.
Senior Notes Interest Reserve Account
