Common use of STEP-IN ARRANGEMENTS Clause in Contracts

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated); or (ii) any Person approved by the Department in its discretion, such approval not to be unreasonably withheld, conditioned or delayed if such Person meets all the criteria to be a Qualified Substitute Developer and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer under the Comprehensive Agreement and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretion, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided Person (it being understood that if the Department fails has failed to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of any such nominated Person, the approval of the Department shall be deemed to have been given given), (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Concessionaire under the Comprehensive Agreement and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default395 Concessionaire Breach. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) subject to the Department’s approval, which will not to be unreasonably withheld or delayed, the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretionDepartment, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given Person (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Concessionaire under the Comprehensive Agreement and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) the Collateral Agent, a Lender or any of their respective Affiliates (such Lender or any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliatedapproval); or (ii) any Person approved by the Department in its discretion, such approval not to be unreasonably withheld, conditioned or delayed if such Person meets all the criteria to be a Qualified Substitute Developer and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 90 days of the date on which the Department has received in the information specified in Section 5.03 in respect of such nominated Person5.03, the approval of the Department shall be deemed to have been given (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer under the Comprehensive Agreement and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Franchisee identified in a Department City Notice will shall have been remedied in full or waived by the Department City on or before the Step-in Date, the Collateral Agent may provide the Department City with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period Franchise Agreement Event of Default or Finance Documents Event of Default. (b) The Collateral Agent will shall nominate, in any Step-in Notice, any one of: (i) of the Collateral Agent, a Lender or Lender, [ ], any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate Affiliates, or a third party, that is wholly-owned by the Lender to which it is affiliated); or (ii) any not a Prohibited Person and has been approved by the Department in its discretion, such approval not to be unreasonably withheld, conditioned or delayed if such Person meets all the criteria to be a Qualified Substitute Developer and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given City (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Franchisee under the Comprehensive Agreement and this Franchise Agreement in accordance with the terms hereofof this Agreement. (c) The Step-in Entity named in the Step-in Notice will shall be deemed to become a party to the Comprehensive Agreement and this Franchise Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department City (the “Step-in Date”). (d) The Step-in Entity will be required to employ or subcontract with Persons having the appropriate qualifications, experience and technical competence available to it that are sufficient to enable it to perform the obligations of the Franchisee under the Franchise Agreement, including 7 years’ experience in the relevant field. The City may waive the 7-year requirement if, in its reasonable discretion, the proposed employee or subcontractor has less than 7 years’ experience but is otherwise appropriately qualified.

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretion, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided Person (it being understood that if the Department fails has failed to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of any such nominated Person, the approval of the Department shall be deemed to have been given given), (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Concessionaire under the Comprehensive Agreement Second ARCA and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement Second ARCA and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer identified in a Department an Authority Notice will shall have been remedied in full or waived by the Department Authority on or before the Step-in Date, the Collateral Agent may provide the Department Authority with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default. (b) The Collateral Agent will shall nominate, in any Step-in Notice, any one of: (i) the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate that is wholly-owned by the Lender to which it is affiliated)not a Prohibited Person; or (ii) any Person approved by the Department Authority in its discretion, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer and the Department Authority has been provided with the relevant information required under Section 5.03 with respect to such Person, provided Person (it being understood that if the Department fails Authority has failed to respond to the Collateral Agent within 60 days Days of the date on which the Department Authority has received the information specified in Section 5.03 in respect of any such nominated Person, the approval of the Department Authority shall be deemed to have been given given), (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer under the Comprehensive Project Agreement and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will shall be deemed to become a party to the Comprehensive Project Agreement and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Of Step-in In Entity Accession Agreement), and submits it to the Department Authority (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default▇▇▇▇ Ex Concessionaire Breach. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) subject to the Department’s approval, which will not to be unreasonably withheld or delayed, the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretionDepartment, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given Person (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Concessionaire under the Comprehensive Agreement Second ARCA and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement Second ARCA and this Agreement on and from the date it executes a duly completed Step-Step- in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) the Collateral Agent, a Lender or any of their respective Affiliates (such Lender or any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliatedapproval); or (ii) any Person approved by the Department in its discretion, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given Person (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer under the Comprehensive Agreement and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default395 Concessionaire Breach. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) subject to the Department’s approval, which will not to be unreasonably withheld or delayed, the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretionDepartment, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given Person (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Concessionaire under the Comprehensive Agreement Second ARCA and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement Second ARCA and this Agreement on and from the date it executes a duly completed Step-Step- in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default▇▇▇▇ Ex Concessionaire Breach. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) subject to the Department’s approval, which will not to be unreasonably withheld or delayed, the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretionDepartment, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given Person (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Concessionaire under the Comprehensive Agreement and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).. be: Section 4.02 Rights and Obligations on Step-in

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will shall have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in Notice”) under this Section 4.01 at any time during any Cure Period or Event of Default. (b) The Collateral Agent will shall nominate, in any Step-in Notice, any one of: (i) the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretion, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided Person (it being understood that if the Department fails has failed to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of any such nominated Person, the approval of the Department shall be deemed to have been given given), (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Concessionaire under the Comprehensive Agreement and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will shall be deemed to become a party to the Comprehensive Agreement and this Agreement on and from the date it executes a duly completed Step-in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in NoticeN otice”) under this Section 4.01 at any time during any Cure Period or Event of Default395 Concessionaire Breach. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) subject to the Department’s approval, which will not to be unreasonably withheld or delayed, the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretionDepartment, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given Person (each a “Step-in EntityE ntity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer Concessionaire under the Comprehensive Agreement Second ARCA and this Agreement in accordance with the terms hereof. (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement Second ARCA and this Agreement on and from the date it executes a duly completed Step-Step- in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).

STEP-IN ARRANGEMENTS. Section 4.01 Step-in Notice (a) Provided that all unperformed payment obligations of the Developer Concessionaire identified in a Department Notice will have been remedied in full or waived by the Department on or before the Step-in Date, the Collateral Agent may provide the Department with a written notice (“Step- Step-in NoticeN otice”) under this Section 4.01 at any time during any Cure Period or Event of Default▇▇▇▇ Ex Concessionaire Breach. (b) The Collateral Agent will nominate, in any Step-in Notice, any one of: (i) subject to the Department’s approval, which will not to be unreasonably withheld or delayed, the Collateral Agent, a Lender or any of their respective Affiliates (any such respective Affiliate subject to Department approval unless such respective Affiliate is wholly-owned by the Lender to which it is affiliated)Affiliates; or (ii) any Person approved by the Department in its discretionDepartment, such approval not to be unreasonably withheld, conditioned withheld or delayed if such Person meets all the criteria to be a Qualified Substitute Developer Concessionaire and the Department has been provided with the relevant information required under Section 5.03 with respect to such Person, provided that if the Department fails to respond to the Collateral Agent within 60 days of the date on which the Department has received the information specified in Section 5.03 in respect of such nominated Person, the approval of the Department shall be deemed to have been given Person (each a “Step-in Entity”), stating that the Step-in Entity is to become a joint and several obligor with the Developer under the Comprehensive Agreement and this Agreement in accordance with the terms hereof.in (c) The Step-in Entity named in the Step-in Notice will be deemed to become a party to the Comprehensive Agreement Second ARCA and this Agreement on and from the date it executes a duly completed Step-Step- in Entity Accession Agreement, substantially in the form attached hereto as Annex 1 (Form of Step-in Entity Accession Agreement), and submits it to the Department (the “Step-in Date”).