Common use of Withdrawals from the Concentration Accounts Clause in Contracts

Withdrawals from the Concentration Accounts. (i) The U.S. Manager may (and in the case of sub-clauses (E) and (F) below, shall) withdraw (or cause to be withdrawn) available amounts on deposit in the U.S. Concentration Account (and the U.S. Collection Account for U.S. Collections in the case of clause (F)) to make the following payments and deposits: (A) on a daily basis, as necessary, to the extent of amounts deposited to the U.S. Concentration Account that the U.S. Manager determines were required to be deposited to another account or were deposited to the U.S. Concentration Account in error; (B) on a daily basis, as necessary, to pay or distribute any Excluded Amounts (other than Advertising Fees and Product Sourcing Obligations) deposited therein; (C) as soon as practicable, and in any event within five (5) Business Days of receipt, to transfer any Advertising Fees (other than any Maaco Net Advertising Commissions in the United States) deposited in the U.S. Concentration Account to the U.S. Advertising Fund Accounts (other than Advertising Co-op Funds, which will be transferred to the applicable Advertising Co-op Fund); (D) on a daily basis, as necessary to pay Product Sourcing Obligations attributable to and in an amount not to exceed Product Sourcing Payments then on deposit in the U.S. Concentration Account (excluding, in each case, any Product Sourcing Obligations and Product Sourcing Payments of the U.S. Product Sourcing Business); (E) on a weekly basis at or prior to 3:30 p.m. (New York City time) on each Weekly Calculation Date, all Retained Collections with respect to the related Weekly Collection Period then on deposit in the U.S. Concentration Account to the U.S. Collection Account for U.S. Collections (which, for the avoidance of doubt, will include the Weekly Estimated Securitization-Owned Location Profits Amount plus the Monthly Securitization-Owned Location Profits True-up Amount, if applicable, then on deposit in the U.S. Concentration Account) for application in the order of priority set forth in the Priority of Payments; and (F) for each Weekly Calculation Date relating to a Currency Conversion Weekly Allocation Date, on the Business Day following the deposit described in sub-clause (E) above for the related Weekly Collection Period, any U.S. Shortfall Payment Amount with respect to such related Weekly Collection Period then on deposit in the U.S. Collection Account for U.S. Collections to, following settlement of the respective Currency Conversion for such U.S. Shortfall Payment Amount pursuant to an FX Exchange Report not later than the second (2nd) Business Day following such related Weekly Calculation Date, the Canadian Collection Account for the U.S. Shortfall Payment Amount for application in the order of priority set forth in the Priority of Payments. (ii) The Canadian Manager may (and in the case of sub-clauses (E) and (F) below, will be required to) withdraw (or cause to be withdrawn) available amounts on deposit in the Canadian Concentration Account (and the Canadian Collection Account for Canadian Collections in the case of clause (F)) to make the following payments and deposits: (A) on a daily basis, as necessary, to the extent of amounts deposited to the Canadian Concentration Account that the Canadian Manager determines were required to be deposited to another account or were deposited to the Canadian Concentration Account in error; (B) on a daily basis, as necessary, to pay or distribute any Excluded Amounts (other than Advertising Fees and Product Sourcing Obligations) deposited therein; (C) as soon as practicable, and in any event within five (5) Business Days of receipt, to transfer any Advertising Fees deposited in the Canadian Concentration Account to the Canadian Advertising Fund Accounts (other than Advertising Co-op Funds, which will be transferred to any applicable Advertising Co-op Fund); (D) on a daily basis, as necessary, to pay Product Sourcing Obligations attributable to and in an amount not to exceed Product Sourcing Payments then on deposit in the Canadian Concentration Account (excluding, in each case, any Product Sourcing Obligations and Product Sourcing Payments of the Canadian Product Sourcing Business); (E) on a weekly basis at or prior to 3:30 p.m. (New York City time) on each Weekly Calculation Date, all Retained Collections with respect to the related Weekly Collection Period then on deposit in the Canadian Concentration Account to the Canadian Collection Account for Canadian Collections (which, for the avoidance of doubt, will include the Weekly Estimated Securitization-Owned Location Profits Amount plus the Monthly Securitization-Owned Location Profits True-up Amount, the Weekly Estimated Product Sourcing Profits Amount plus the Monthly Product Sourcing Profits True-up Amount, and the Weekly Estimated Claims Management Profits Amount plus the Monthly Claims Management Profits True-up Amount, in each case if applicable, then on deposit in the Canadian Concentration Account) for application in the order of priority set forth in the Priority of Payments; and (F) for each Weekly Calculation Date relating to a Currency Conversion Weekly Allocation Date, on the Business Day following the deposit described in clause (E) above for the related Weekly Collection Period, any Canadian Allocation and Shortfall Payment Amount with respect to such related Weekly Collection Period then on deposit in the Canadian Collection Account for Canadian Collections to, following settlement of the respective Currency Conversion for such Canadian Allocation and Shortfall Payment Amount pursuant to an FX Exchange Report not later than the second (2nd) Business Day following such related Weekly Calculation Date, the U.S. Collection Account for the Canadian Allocation and Shortfall Payment Amount for application in the order of priority set forth in the Priority of Payments.

Withdrawals from the Concentration Accounts. (i) The U.S. Manager may (and in the case of sub-clauses (E) and (F) below, shall) withdraw (or cause to be withdrawn) available amounts on deposit in the U.S. Concentration Account (in the cases of sub-clauses (A)-(E) below and the U.S. Collection Account for U.S. Collections in the case of clausesub-clause (F)) below to make the following payments and deposits: (A) on a daily basis, as necessary, to the extent of amounts deposited to the U.S. Concentration Account that the U.S. Manager determines were required to be deposited to another account or were deposited to the U.S. Concentration Account in error; (B) on a daily basis, as necessary, to pay or distribute any Excluded Amounts (other than Advertising Fees and Product Sourcing Obligations) deposited therein; (C) as soon as practicable, and in any event within five (5) Business Days of receipt, to transfer any Advertising Fees (other than any Maaco Net Advertising Commissions in the United States) deposited in the U.S. Concentration Account to the U.S. Advertising Fund Accounts (other than Advertising Co-op Funds, which will be transferred to the applicable Advertising Co-op Fund); (D) on a daily basis, as necessary to pay Product Sourcing Obligations attributable to and in an amount not to exceed Product Sourcing Payments then on deposit in the U.S. Concentration Account (excluding, in each case, any Product Sourcing Obligations and Product Sourcing Payments of the U.S. Product Sourcing Business); (E) on a weekly basis at or prior to 3:30 p.m. (New York City time) on each Weekly Calculation Date, all Retained Collections with respect to the related Weekly Collection Period then on deposit in the U.S. Concentration Account to the U.S. Collection Account for U.S. Collections (which, for the avoidance of doubt, will include the Weekly Estimated Securitization-Owned Location Profits Amount plus the Monthly Securitization-Owned Location Profits True-up Amount, if applicable, then on deposit in the U.S. Concentration Account) for application in the order of priority set forth in the Priority of Payments; and (F) for each Weekly Calculation Date relating to a Currency Conversion Weekly Allocation Date, on the Business Day following the deposit described in sub-clause (E) above for the related Weekly Collection Period, any U.S. Shortfall Payment Amount with respect to such related Weekly Collection Period then on deposit in the U.S. Collection Account for U.S. Collections to, following settlement of the respective Currency Conversion for such U.S. Shortfall Payment Amount pursuant to an FX Exchange Report not later than the second (2nd) Business Day following such related Weekly Calculation Date, deposit in the Canadian Collection Account for the U.S. Shortfall Payment Amount for application in the order of priority set forth in the Priority of Payments. (ii) The Canadian Manager may (and in the case of sub-clauses (E) and (F) below, will be required totoshall) withdraw (or cause to be withdrawn) available amounts on deposit in the Canadian Concentration Account (in the case of sub-clauses (A)-(E) below and the Canadian Collection Account for Canadian Collections in the case of clause (F)) below to make the following payments and deposits: (A) on a daily basis, as necessary, to the extent of amounts deposited to the Canadian Concentration Account that the Canadian Manager determines were required to be deposited to another account or were deposited to the Canadian Concentration Account in error; (B) on a daily basis, as necessary, to pay or distribute any Excluded Amounts (other than Advertising Fees and Product Sourcing Obligations) deposited therein; (C) as soon as practicable, and in any event within five (5) Business Days of receipt, to transfer any Advertising Fees deposited in the Canadian Concentration Account to the Canadian Advertising Fund Accounts (other than Advertising Co-op Funds, which will be transferred to any applicable Advertising Co-op Fund); (D) on a daily basis, as necessary, to pay Product Sourcing Obligations attributable to and in an amount not to exceed Product Sourcing Payments then on deposit in the Canadian Concentration Account (excluding, in each case, any Product Sourcing Obligations and Product Sourcing Payments of the Canadian Product Sourcing Business); (E) on a weekly basis at or prior to 3:30 p.m. (New York City time) on each Weekly Calculation Date, all Retained Collections with respect to the related Weekly Collection Period then on deposit in the Canadian Concentration Account to the Canadian Collection Account for Canadian Collections (which, for the avoidance of doubt, will include the Weekly Estimated Securitization-Owned Location Profits Amount plus the Monthly Securitization-Owned Location Profits True-up Amount, the Weekly Estimated Product Sourcing Profits Amount plus the Monthly Product Sourcing Profits True-up Amount, and the Weekly Estimated Claims Management Profits Amount plus the Monthly Claims Management Profits True-up Amount, in each case if applicable, then on deposit in the Canadian Concentration Account) for application in the order of priority set forth in the Priority of Payments; and (F) for each Weekly Calculation Date relating to a Currency Conversion Weekly Allocation Date, on the Business Day following the deposit described in clausesub-clause (E) above for the related Weekly Collection Period, any Canadian Allocation and Shortfall Payment Amount with respect to such related Weekly Collection Period then on deposit in the Canadian Collection Account for Canadian Collections totofor , following settlement of the respective Currency Conversion for such Canadian Allocation and Shortfall Payment Amount pursuant to an FX Exchange Report not later than the second (2nd) Business Day following such related Weekly Calculation Date, deposit in the U.S. Collection Account for the Canadian Allocation and Shortfall Payment Amount for application in the order of priority set forth in the Priority of Payments.

Withdrawals from the Concentration Accounts. (i) The U.S. Manager may (and in the case of sub-clauses subclause (E) and (Fv) below, shall) withdraw (or cause to be withdrawn) available amounts on deposit in the U.S. any Concentration Account (and the U.S. Collection Account for U.S. Collections in the case of clause (F)) to make the following payments and deposits: (Ai) on a daily basisweekly basis (and on any day of such week as the Manager so determines for any given week), as necessary, to the extent of amounts deposited to the U.S. any Concentration Account that the U.S. Manager determines were required to be deposited to another account or were deposited to the U.S. any Concentration Account in error; (ii) on a daily basis, as necessary, to distribute any Excluded Amounts or to reimburse any working capital advances previously made from the Residual Amounts Account; (iii) on a daily basis, as necessary, to make payments of any refunds, credits or other amounts owing to Franchisees; (iv) (A) on a weekly basis for IHOP and on a monthly basis for Applebee’s, as applicable, during the first four weeks of each Monthly Fiscal Period, to distribute to the Rent Disbursement Accounts an amount equal to approximately one-quarter of the Franchise Entity Lease Payments estimated by the Manager to be owing by the Franchise Entities during the following calendar month and (B) on a daily basis, as necessary, to pay or distribute any Excluded Amounts (other than Advertising Fees and Product Sourcing Obligations) deposited therein;additional funds to the Rent Disbursement Accounts for application to Franchise Entity Lease Payments; and (C) as soon as practicable, and in any event within five (5) Business Days of receipt, to transfer any Advertising Fees (other than any Maaco Net Advertising Commissions in the United States) deposited in the U.S. Concentration Account to the U.S. Advertising Fund Accounts (other than Advertising Co-op Funds, which will be transferred to the applicable Advertising Co-op Fund); (D) on a daily basis, as necessary to pay Product Sourcing Obligations attributable to and in an amount not to exceed Product Sourcing Payments then on deposit in the U.S. Concentration Account (excluding, in each case, any Product Sourcing Obligations and Product Sourcing Payments of the U.S. Product Sourcing Business); (Ev) on a weekly basis at or prior to 3:30 12:00 p.m. (New York City time) on each Weekly Calculation Allocation Date, all Retained Collections with respect to the related preceding Weekly Collection Period then on deposit in the U.S. Concentration Account Accounts to the U.S. Collection Account for U.S. Collections (which, for the avoidance of doubt, will include the Weekly Estimated Securitization-Owned Location Profits Amount plus the Monthly Securitization-Owned Location Profits True-up Amount, if applicable, then on deposit in the U.S. Concentration Accountany Investment Income with respect thereto) for application to make payments and deposits in the order of priority set forth in the Priority of Payments; and (F) for each Weekly Calculation Date relating to a Currency Conversion Weekly Allocation Date, on the Business Day following the deposit described in sub-clause (E) above for the related Weekly Collection Period, any U.S. Shortfall Payment Amount accordance with respect to such related Weekly Collection Period then on deposit in the U.S. Collection Account for U.S. Collections to, following settlement of the respective Currency Conversion for such U.S. Shortfall Payment Amount pursuant to an FX Exchange Report not later than the second (2nd) Business Day following such related Weekly Calculation Date, the Canadian Collection Account for the U.S. Shortfall Payment Amount for application in the order of priority set forth in the Priority of Payments. (ii) The Canadian Manager may (and in the case of sub-clauses (E) and (F) below, will be required to) withdraw (or cause to be withdrawn) available amounts on deposit in the Canadian Concentration Account (and the Canadian Collection Account for Canadian Collections in the case of clause (F)) to make the following payments and deposits: (A) on a daily basis, as necessary, to the extent of amounts deposited to the Canadian Concentration Account that the Canadian Manager determines were required to be deposited to another account or were deposited to the Canadian Concentration Account in error; (B) on a daily basis, as necessary, to pay or distribute any Excluded Amounts (other than Advertising Fees and Product Sourcing Obligations) deposited therein; (C) as soon as practicable, and in any event within five (5) Business Days of receipt, to transfer any Advertising Fees deposited in the Canadian Concentration Account to the Canadian Advertising Fund Accounts (other than Advertising Co-op Funds, which will be transferred to any applicable Advertising Co-op Fund); (D) on a daily basis, as necessary, to pay Product Sourcing Obligations attributable to and in an amount not to exceed Product Sourcing Payments then on deposit in the Canadian Concentration Account (excluding, in each case, any Product Sourcing Obligations and Product Sourcing Payments of the Canadian Product Sourcing Business); (E) on a weekly basis at or prior to 3:30 p.m. (New York City time) on each Weekly Calculation Date, all Retained Collections with respect to the related Weekly Collection Period then on deposit in the Canadian Concentration Account to the Canadian Collection Account for Canadian Collections (which, for the avoidance of doubt, will include the Weekly Estimated Securitization-Owned Location Profits Amount plus the Monthly Securitization-Owned Location Profits True-up Amount, the Weekly Estimated Product Sourcing Profits Amount plus the Monthly Product Sourcing Profits True-up Amount, and the Weekly Estimated Claims Management Profits Amount plus the Monthly Claims Management Profits True-up Amount, in each case if applicable, then on deposit in the Canadian Concentration Account) for application in the order of priority set forth in the Priority of Payments; and (F) for each Weekly Calculation Date relating to a Currency Conversion Weekly Allocation Date, on the Business Day following the deposit described in clause (E) above for the related Weekly Collection Period, any Canadian Allocation and Shortfall Payment Amount with respect to such related Weekly Collection Period then on deposit in the Canadian Collection Account for Canadian Collections to, following settlement of the respective Currency Conversion for such Canadian Allocation and Shortfall Payment Amount pursuant to an FX Exchange Report not later than the second (2nd) Business Day following such related Weekly Calculation Date, the U.S. Collection Account for the Canadian Allocation and Shortfall Payment Amount for application in the order of priority set forth in the Priority of Payments.

Withdrawals from the Concentration Accounts. (i) The U.S. Manager may (may, and in the case of sub-with respect to clauses (Eiii), (iv) and (Fv) belowbelow shall, shall) withdraw (or cause to be withdrawn) available amounts on deposit in the U.S. any Concentration Account (and the U.S. Collection Account for U.S. Collections in the case of clause (F)) to make the following payments and deposits: (Ai) on a daily basis, as necessary, to the extent of amounts deposited to the U.S. any Concentration Account that the U.S. Manager determines were required to be deposited to another account or were deposited to the U.S. such Concentration Account in error; (Bii) on a daily basis, as necessary, to distribute any Excluded Amounts; (iii) on a daily basis, as necessary, to pay or distribute any Excluded Amounts (other than Advertising Fees to a Distributor Operating Account amounts received from Franchisees and Product Sourcing Obligations) deposited thereinthe Retained Corporate-Owned Centers for purchases of Wax Supplies and Branded Products; (C) as soon as practicable, and in any event within five (5) Business Days of receipt, to transfer any Advertising Fees (other than any Maaco Net Advertising Commissions in the United States) deposited in the U.S. Concentration Account to the U.S. Advertising Fund Accounts (other than Advertising Co-op Funds, which will be transferred to the applicable Advertising Co-op Fund); (Div) on a daily basis, as necessary necessary, to pay Product Sourcing Obligations attributable make payments of any refunds, credits or other amounts owing to and in an amount not to exceed Product Sourcing Payments then on deposit in the U.S. Concentration Account (excluding, in each case, Franchisees or any Product Sourcing Obligations and Product Sourcing Payments of the U.S. Product Sourcing Business);Retained Corporate-Owned Center; and (Ev) on a weekly basis at or prior to 3:30 before 4:00 p.m. (New York City Eastern time) on the Business Day prior to each Weekly Calculation Allocation Date, all Retained Collections with respect to the related preceding Weekly Collection Period then on deposit in the U.S. Concentration Account Accounts to the U.S. Collection Account for U.S. Collections (which, for the avoidance of doubt, will include the Weekly Estimated Securitization-Owned Location Profits Amount plus the Monthly Securitization-Owned Location Profits True-up Amount, if applicable, then on deposit in the U.S. Concentration Account) for application to make payments and deposits in the order of priority set forth in the Priority of Payments; and (F) provided, that the Manager may, in its sole discretion, reserve the Concentration Reserve Amount in the Concentration Accounts for each Weekly Calculation Date relating to a Currency Conversion Weekly Allocation Date, payments of Excluded Amounts. The Concentration Reserve Amount shall initially be funded on the Business Day following Closing Date and thereafter may be funded with proceeds of the deposit described Residual Amount or capital contributions (but in sub-clause (E) above no event directly from Retained Collections). The Manager shall separately account for the related Weekly Collection Period, any U.S. Shortfall Payment Concentration Reserve Amount with respect to such related Weekly Collection Period then on deposit apart from other amounts held in the U.S. Collection Account for U.S. Collections toConcentration Accounts, following settlement and no part of the respective Currency Conversion for such U.S. Shortfall Payment Concentration Reserve Amount pursuant shall be deemed to an FX Exchange Report not later than the second (2nd) Business Day following such related Weekly Calculation Date, the Canadian Collection Account for the U.S. Shortfall Payment Amount for application in the order of priority set forth in the Priority of Payments. (ii) The Canadian Manager may (and in the case of sub-clauses (E) and (F) below, will be required to) withdraw constitute Collections (or cause to be withdrawn) available included in any calculation that includes amounts on deposit in the Canadian Concentration Account (and the Canadian Collection Account for Canadian Collections in the case of clause (FAccounts)) to make the following payments and deposits: (A) on a daily basis, as necessary, to the extent of amounts deposited to the Canadian Concentration Account that the Canadian Manager determines were required to be deposited to another account or were deposited to the Canadian Concentration Account in error; (B) on a daily basis, as necessary, to pay or distribute any Excluded Amounts (other than Advertising Fees and Product Sourcing Obligations) deposited therein; (C) as soon as practicable, and in any event within five (5) Business Days of receipt, to transfer any Advertising Fees deposited in the Canadian Concentration Account to the Canadian Advertising Fund Accounts (other than Advertising Co-op Funds, which will be transferred to any applicable Advertising Co-op Fund); (D) on a daily basis, as necessary, to pay Product Sourcing Obligations attributable to and in an amount not to exceed Product Sourcing Payments then on deposit in the Canadian Concentration Account (excluding, in each case, any Product Sourcing Obligations and Product Sourcing Payments of the Canadian Product Sourcing Business); (E) on a weekly basis at or prior to 3:30 p.m. (New York City time) on each Weekly Calculation Date, all Retained Collections with respect to the related Weekly Collection Period then on deposit in the Canadian Concentration Account to the Canadian Collection Account for Canadian Collections (which, for the avoidance of doubt, will include the Weekly Estimated Securitization-Owned Location Profits Amount plus the Monthly Securitization-Owned Location Profits True-up Amount, the Weekly Estimated Product Sourcing Profits Amount plus the Monthly Product Sourcing Profits True-up Amount, and the Weekly Estimated Claims Management Profits Amount plus the Monthly Claims Management Profits True-up Amount, in each case if applicable, then on deposit in the Canadian Concentration Account) for application in the order of priority set forth in the Priority of Payments; and (F) for each Weekly Calculation Date relating to a Currency Conversion Weekly Allocation Date, on the Business Day following the deposit described in clause (E) above for the related Weekly Collection Period, any Canadian Allocation and Shortfall Payment Amount with respect to such related Weekly Collection Period then on deposit in the Canadian Collection Account for Canadian Collections to, following settlement of the respective Currency Conversion for such Canadian Allocation and Shortfall Payment Amount pursuant to an FX Exchange Report not later than the second (2nd) Business Day following such related Weekly Calculation Date, the U.S. Collection Account for the Canadian Allocation and Shortfall Payment Amount for application in the order of priority set forth in the Priority of Payments.