Common use of Rapid Amortization Events Clause in Contracts

Rapid Amortization Events. The Notes will 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 (acting at the direction of the Controlling Class Representative) by written notice to the 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 (f) will occur automatically without any declaration thereof by the Control Party unless the Control Party (acting at the direction of the 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 greater than 1.20x as calculated on any Quarterly Calculation Date; (b) 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 $450,000,000; 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); (e) the Senior Leverage Ratio is greater than 7.00x as calculated on any Quarterly Calculation Date; (f) the occurrence of a Series Anticipated Repayment Date; or (g) the Controlling Class Representative determines that any of the Issuer, the Manager or FAT Brands has failed to perform or comply in any 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 will 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 (acting at the direction of the Controlling Class Representative) by written notice to the Issuer Co-Issuers (with a copy to the ManagerManagers, the Back-Up Manager and the Trustee) (each, a “Rapid Amortization Event”); provided, provided that a Rapid Amortization Event described in clause (fd) will occur automatically without any declaration thereof by the Control Party unless the Control Party (acting at the direction of the 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 greater than 1.20x of at least 1.20:1.00 as calculated on any Quarterly Calculation Date; provided, that, on and after the 2022 Springing Amendments Implementation Date, such threshold may be increased at the request of the Co-Issuers 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) the occurrence of an Event of Default; (d) Twin Hospitality TP Systemwide the Co-Issuers have not repaid or refinanced any Series of Notes (or Class thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes or Class; or (e) (x) prior to the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $450,000,000640,000,000; providedprovided that such threshold may be decreased in connection with a Permitted Brand Disposition subject to approval by the Control Party and receipt of the Rating Agency Confirmation and (y) on and after the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $1,500,000,000; provided that such threshold may be increased or decreased at the request of the Issuer Co-Issuers subject to approval by the Control Party (acting and satisfaction of the Rating Agency Condition. On and after the System-Wide Sales Trigger Date, any changes to Section 9.1(e) of the Indenture related to approval of changes to the Driven Brands System-Wide Sales will be approved by the Control Party at the direction of the Controlling Class Representative); (e) the Senior Leverage Ratio is greater than 7.00x as calculated on Co-Issuers and will not require any Quarterly Calculation Date; (f) the occurrence of a Series Anticipated Repayment Date; or (g) the Controlling Class Representative determines that any of the Issuer, the Manager further consent or FAT Brands has failed to perform or comply in any 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 review by the Control Party, acting at and the direction of Control Party’s approval will be deemed to be consistent with the Controlling Class RepresentativeServicing Standard.

Rapid Amortization Events. The Notes will be subject to rapid amortization in whole and not in 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 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 (fg) will occur automatically without any declaration thereof by the Control Party unless the Control Party (acting at the direction of the 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 greater than 1.20x as calculated on any Quarterly Calculation Date; (b) the occurrence of a Manager Termination Event; (c) the occurrence of an Event of Default; (d) Twin Hospitality TP FAT Brands Systemwide Sales as calculated on any Quarterly Calculation Date are less than $450,000,000250,000,000; 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)) and, if a Series of Notes Outstanding is rated, then satisfaction of the Rating Agency Condition; (e) the FAT Brands Leverage Ratio is greater than 7.50x as calculated on any Quarterly Calculation Date; (f) the Senior Leverage Ratio is greater than 7.00x as calculated on any Quarterly Calculation Date;; or (fg) the occurrence of a Series Anticipated Repayment Date; or (g) the Controlling Class Representative determines that any of the Issuer, the Manager or FAT Brands has failed to perform or comply in any 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 will 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 (acting at the direction of the Controlling Class Representative) by written notice to the Issuer Co-Issuers (with a copy to the Manager, the Back-Up Manager Managers and the Trustee) (each, a “Rapid Amortization Event”); provided, provided that a Rapid Amortization Event described in clause (fd) will occur automatically without any declaration thereof by the Control Party unless the Control Party (acting at the direction of the 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 greater than 1.20x of at least 1.20:1.00 as calculated on any Quarterly Calculation Date; (b) the occurrence of a Manager Termination Event; (c) the occurrence of an Event of Default; (d) Twin Hospitality TP Systemwide the Co-Issuers have not repaid or refinanced any Series of Notes (or Class thereof) in full on or prior to the Series Anticipated Repayment Date relating to such Series of Notes or Class; or (e) (x) prior to the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $450,000,000640,000,000; providedprovided that such threshold may be decreased in connection with a Permitted Brand Disposition subject to approval by the Control Party and receipt of the Rating Agency Confirmation. 3and (y) on and after the System-Wide Sales Trigger Date, Driven Brands System-Wide Sales as calculated on any Quarterly Calculation Date are less than $1,500,000,000; provided that such threshold may be increased or decreased at the request of the Issuer Co-Issuers subject to approval by the Control Party (acting and satisfaction of the Rating Agency Condition. On and after the System-Wide Sales Trigger Date, any changes to Section 9.1(e) of the Indenture related to approval of changes to the Driven Brands System-Wide Sales will be approved by the Control Party at the direction of the Controlling Class Representative); (e) the Senior Leverage Ratio is greater than 7.00x as calculated on Co-Issuers and will not require any Quarterly Calculation Date; (f) the occurrence of a Series Anticipated Repayment Date; or (g) the Controlling Class Representative determines that any of the Issuer, the Manager further consent or FAT Brands has failed to perform or comply in any 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 review by the Control Party, acting at and the direction of Control Party’s approval will be deemed to be consistent with the Controlling Class RepresentativeServicing Standard.

Rapid Amortization Events. The Notes will be subject to rapid amortization in whole and not in 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 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 (fg) will occur automatically without any declaration thereof by the Control Party unless the Control Party (acting at the direction of the 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 greater than 1.20x as calculated on any Quarterly Calculation Date; provided, that if such failure occurs on or prior to the Quarterly Calculation Date in January 2026 as a result of a shortfall in Net Cash Flow in an amount less than or equal to the Amendment Expenses, then such failure will be deemed not to have occurred; (b) the occurrence of a Manager Termination Event; (c) the occurrence of an Event of Default; (d) Twin Hospitality TP FAT Brands Fazoli’s Native I Systemwide Sales as calculated on any Quarterly Calculation Date are less than $450,000,000250,000,000; 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)) and, if a Series of Notes Outstanding is rated, then satisfaction of the Rating Agency Condition; (e) the FAT Brands Fazoli’s Native I Leverage Ratio is greater than 7.50x as calculated on any Quarterly Calculation Date; provided, that if the FAT Brands Fazoli’s Native I Leverage Ratio is greater than 7.50x on or prior to the Quarterly Calculation Date in January 2026 as a result of a shortfall in Net Income in an amount less than or equal to the Amendment Expenses, then a Rapid Amortization Event will be deemed not to have occurred; (f) the Senior Leverage Ratio is greater than 7.00x as calculated on any Quarterly Calculation Date;; orprovided, that if the Senior Leverage Ratio is greater than 7.00x on or prior to the Quarterly Calculation Date in January 2026 as a result of a shortfall in Net Cash Flow in an amount less than or equal to the Amendment Expenses, then a Rapid Amortization Event will be deemed not to have occurred; or (fg) the occurrence of a Series Anticipated Repayment Date; or (g) the Controlling Class Representative determines that any of the Issuer, the Manager or FAT Brands has failed to perform or comply in any 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 will shall 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 (fe) will below shall occur automatically without any declaration thereof by the Control Party unless the Control Party and 100% of the Noteholders (acting or, on and after the 2022 Springing Amendments Implementation Date, the Control Party and 100% of the affected 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; provided, that, on and after the 2022 Springing Amendments Implementation Date, such threshold may be increased at the direction request of the Controlling Master 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) Wendy’s Systemwide Sales as calculated on any Quarterly Calculation Date are less than $5,500,000,000; provided, that on and after the 2022 Springing Amendments Implementation Date, such amount may be increased or decreased at the request of the Master Issuer subject to approval by the Control Party and satisfaction of the Rating Agency Condition; (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 Representativeor 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; provided, that on and after the 2022 Springing Amendments Implementation Date, such threshold may be increased at the request of the Master Issuer, subject to approval by the Control Party and each Noteholder of the 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 have agreed to waive such event in accordance with Section 9.7: (a) Date. For the failure to maintain a P&I DSCR greater than 1.20x as calculated on avoidance of doubt, any Quarterly Calculation Date; (b) 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 $450,000,000; 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); (e) the Senior Leverage Ratio is greater than 7.00x as calculated on any Quarterly Calculation Date; (f) the occurrence of a Series Anticipated Repayment Date; or (g) the Controlling Class Representative determines that any of the Issuer, the Manager or FAT Brands has failed to perform or comply Scheduled Principal Payments set forth in any material respect with any of its obligations under the Side Letter. Upon Series Supplement shall continue to be made when due and payable subsequent to 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.