UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 14, 2022
 
 
JACK IN THE BOX INC.
 
 
(Exact name of registrant as specified in its charter)
  

Delaware
1-9390
95-2698708
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification Number)

9357 SPECTRUM CENTER BOULEVARD, SAN DIEGO, CA
 92123
(Address of principal executive offices)
(Zip Code)
 

(858) 571-2121
(Registrant’s telephone number, including area code)
     
Not Applicable
(Former name or Former address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
JACK
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 11, 2022 (the “Closing Date”), Jack in the Box Funding, LLC (the “Master Issuer”), a limited-purpose, bankruptcy-remote, wholly owned indirect subsidiary of Jack in the Box Inc. (the “Company”), completed its previously announced financing transaction and issued $550 million of its Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I (the "Class A-2-I Notes") and $550 million of its Series 2022-1 4.136% Fixed Rate Senior Secured Notes, Class A-2-II (the "Class A-2-II Notes" and, together with the Class A-2-I Notes, the "Class A-2 Notes"), in an offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).  In connection with the issuance of the Class A-2 Notes, the Master Issuer also entered into a revolving financing facility of Series 2022-1 Variable Funding Senior Secured Notes, Class A-1 (the “Variable Funding Notes”), which allows for the drawing of up to $150 million under the Variable Funding Notes, which include certain instruments, including a letter of credit facility. The Class A-2 Notes and the Variable Funding Notes are referred to collectively as the “2022 Notes.”   The 2022 Notes were issued in a privately placed securitization transaction pursuant to which certain of the Company’s revenue-generating assets, consisting principally of franchise-related agreements, real estate assets, and intellectual property and license agreements for the use of intellectual property, are held by the Master Issuer and certain other limited-purpose, bankruptcy remote, wholly owned indirect subsidiaries of the Company that act as Guarantors (as defined below) of the 2022 Notes and that have pledged substantially all of their assets, excluding certain real estate assets and subject to certain limitations, to secure the 2022 Notes.
The 2022 Notes were issued under (i) a Base Indenture, dated July 8, 2019, a copy of which is attached to the Company’s Current Report on Form 8-K filed July 8, 2019 as Exhibit 4.1 (the “Original Base Indenture”), as supplemented by the First Supplement thereto, dated February 11, 2022 (the “First Supplement to the Base Indenture” and the Original Base Indenture as supplemented by the First Supplement to the Base Indenture, the “Base Indenture”), a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.2 and (ii) the related supplemental indenture dated February 11, 2022, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1 (the “Series 2022-1 Supplement” and, collectively with the Base Indenture, the “Indenture”), each between the Master Issuer and Citibank, N.A., as trustee (in such capacity, the “Trustee”) and securities intermediary. The Base Indenture allows the Master Issuer to issue additional series of notes in the future subject to certain conditions.
Class A-2 Notes
Interest and principal payments on the 2022 Notes are payable on a quarterly basis. The requirement to make such quarterly principal payments on the Class A-2 Notes is subject to certain financial conditions set forth in the Indenture.  The legal final maturity date of the 2022 Notes is in February 2052, but, unless earlier prepaid to the extent permitted under the Indenture, the anticipated repayment dates of the Class A-2-I Notes and the Class A-2-II Notes will be February 2027 and February 2032, respectively. If the Master Issuer has not repaid or redeemed the 2022 Notes prior to the respective anticipated repayment dates, additional interest will accrue on the Class A-2 Notes equal to the greater of (A) 5.00% per annum and (B) a per annum interest rate equal to the amount, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on such anticipated repayment date of the United States Treasury Security having a term closest to 10 years, plus (ii) 5.00%, plus (iii)(1) with respect to the Class A-2-I Notes, 1.80% and (2) with respect to the Class A-2-II Notes, 2.35%, exceeds the original interest rate with respect to such tranche of the Class A-2 Notes.
The Class A-2 Notes are secured by the collateral described below under “Guarantees and Collateral”.
Variable Funding Notes
The Variable Funding Notes were issued under the Indenture and allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement, dated February 11, 2022 (the “Variable Funding Note Purchase Agreement”), a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, by and among the Master Issuer, the Guarantors (as defined below), Jack in the Box Inc. as manager (the “Manager”), certain conduit investors, financial institutions and funding agents, and Coöperatieve Rabobank U.A., New York Branch, as provider of letters of credit, as swingline lender and as administrative agent. The Variable Funding Notes will be governed by both the Variable Funding Note Purchase Agreement and the Indenture. Depending on the type of borrowing under the Variable Funding Notes, interest on the Variable Funding Notes will be based on (i) the prime rate, (ii) overnight federal funds rates, (iii) the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or successor administrator of the secured overnight financing rate) or (iv) with respect to advances made by conduit investors, the weighted average cost of, or related to, the issuance of commercial paper allocated to fund or maintain such advances, in each case plus any applicable margin, as more fully set forth in the Variable Funding Note Purchase Agreement. While the Master Issuer does not anticipate drawing on the Variable Funding Notes on the Closing Date, the Master Issuer expects to have approximately $42 million in undrawn letters of credit issued under the Variable Funding Notes on the Closing Date. There is a commitment fee on the unused portion of the Variable Funding Notes facility, which ranges from 50 basis points to 100 basis points based on the utilization under the Variable Funding Notes facility. As of the Closing Date, it is anticipated that the principal and interest on the Variable Funding Notes will be repaid in full on or prior to February 2027, subject to two one-year extensions at the option of the Manager. Following the anticipated repayment date (and any extensions thereof), additional interest will accrue on the Variable Funding Notes equal to 5.00% per annum. The Variable Funding Notes and other credit instruments issued under the Variable Funding Note Purchase Agreement are secured by the collateral described below under “Guarantees and Collateral.” In connection with the issuance of the Variable Funding Notes and its entry into the Variable Funding Note Purchase Agreement, the Master Issuer terminated the commitments with respect to its existing $150 million Series 2019-1 Variable Funding Notes.

Guarantees and Collateral
Pursuant to the Guarantee and Collateral Agreement, dated July 8, 2019 (the “Guarantee and Collateral Agreement”), a copy of which is attached to the Company’s Current Report on Form 8-K filed on July 8, 2019 as Exhibit 10.2, by and among Jack in the Box SPV Guarantor, LLC, Different Rules, LLC, and Jack in the Box Properties, LLC, each as a guarantor of the 2022 Notes (collectively, the “Guarantors”), in favor of Citibank, N.A., as trustee, the Guarantors guarantee the obligations of the Master Issuer under the Indenture and related documents and secure the guarantee by granting a security interest in substantially all of their assets, except for certain real estate assets and subject to certain limitations as set forth therein. The 2022 Notes are secured by a security interest in substantially all of the assets of the Master Issuer and the Guarantors (collectively, the “Securitization Entities”), except for certain real estate assets and subject to certain limitations as set forth in the Indenture and the Guarantee and Collateral Agreement. The assets of the Securitization Entities include most of the revenue-generating assets of the Company and its subsidiaries, which principally consist of franchise-related agreements, certain Company-operated restaurants, intellectual property and license agreements for the use of intellectual property. Upon certain trigger events, mortgages will be required to be prepared and recorded on the real estate assets. The assets of the Securitization Entities, including real estate assets, are referred to herein as the “Securitized Assets.” The 2022 Notes are obligations only of the Master Issuer pursuant to the Indenture and are unconditionally and irrevocably guaranteed by the Guarantors pursuant to the Guarantee and Collateral Agreement. The pledge and security interest provisions with respect to the Master Issuer are included in the Indenture. Except as described below, neither the Company nor any subsidiary of the Company, other than the Securitization Entities, will guarantee or in any way be liable for the obligations of the Master Issuer under the Indenture or the 2022 Notes.
Management of the Securitized Assets
None of the Securitization Entities has employees. Each of the Securitization Entities entered into a Management Agreement dated July 8, 2019, a copy of which is attached to the Company’s Current Report on Form 8-K filed on July 8, 2019 as Exhibit 10.3 (the “Original Management Agreement”), as amended by the First Amendment to the Management Agreement, dated February 11, 2022 (the “First Amendment to the Management Agreement” and the Original Management Agreement as amended by the First Amendment to the Management Agreement, the “Management Agreement”), a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 (collectively, the “Management Agreement”), among the Securitization Entities, the Manager and the Trustee. Pursuant to the Management Agreement, Jack in the Box Inc. acts as the Manager with respect to the Securitized Assets. The primary responsibilities of the Manager are to perform certain franchising, real estate, intellectual property and operational functions on behalf of the Securitization Entities with respect to the Securitized Assets pursuant to the Management Agreement. The Manager is entitled to the payment of a weekly management fee, as set forth in the Management Agreement, which includes reimbursement of certain expenses, and is subject to the liabilities set forth in the Management Agreement.
The Manager manages and administers the Securitized Assets in accordance with the terms of the Management Agreement and, except as otherwise provided in the Management Agreement, the management standard set forth in the Management Agreement. Subject to limited exceptions set forth in the Management Agreement, the Management Agreement does not require the Manager to expend or risk its funds or otherwise incur any financial liability in the performance of any of its rights or powers under the Management Agreement if the Manager has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. Subject to limited exceptions set forth in the Management Agreement, the Manager will indemnify each Securitization Entity, the trustee and certain other parties, and their respective officers, directors, employees and agents for all claims, penalties, fines, forfeitures, losses, legal fees and related costs and judgments and other costs, fees and reasonable expenses that any of them may incur as a result of (i) the failure of the Manager to perform its obligations under the Management Agreement, (ii) the breach by the Manager of any representation or warranty under the Management Agreement or (iii) the Manager’s negligence, bad faith or willful misconduct.

Covenants and Restrictions
The 2022 Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Master Issuer maintains specified reserve accounts to be used to make required payments in respect of the 2022 Notes, (ii) provisions relating to optional and mandatory prepayments and the related payment of specified amounts, including specified make-whole payments in the case of the Class A-2 Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, that the assets pledged as collateral for the 2022 Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The 2022 Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to (i) failure to maintain stated debt service coverage ratios, (ii) the sum of gross sales for specified restaurants being below certain levels on certain measurement dates, (iii) certain manager termination events (including in certain circumstances a change of control of the Company), (iv) the occurrence of an event of default, and (v) the failure to repay or refinance the Class A-2 Notes in full by the applicable anticipated repayment date. The 2022 Notes are also subject to certain customary events of default, including, without limitation, events relating to (i) non-payment of required interest, principal or other amounts due on or with respect to the 2022 Notes, (ii) failure to comply with covenants within certain time frames, (iii) certain bankruptcy events, (iv) breaches of specified representations and warranties, (v) the trustee ceasing to have valid and perfected security interests in certain collateral, and (vi) certain judgments.

Use of Proceeds
The net proceeds of the offering has been or will be used to repay in full of $570.69 million in aggregate outstanding principal amount of the Master Issuer’s Series 2019-1 3.982% Fixed Rate Senior Secured Notes, Class A-2-I (the “Series 2019-1 Class A-2-I Notes”), together with the applicable make-whole prepayment premium on the Series 2019-1 Class A-2-I Notes and any accrued and unpaid interest on such Series 2019-1 Class A-2-I Notes. The Master Issuer is expected to distribute a portion of such net proceeds to Jack in the Box SPV Guarantor, LLC and thereafter to the Company for use in connection with the acquisition of Del Taco Restaurants, Inc. and/or for general corporate purposes.
The 2022 Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the 2022 Notes or any other security and shall not constitute an offer, solicitation or sale of the 2022 Notes or any other security in any jurisdiction where such an offering or sale would be unlawful.
The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Series 2022-1 Supplement, the First Supplement to the Base Indenture, the Variable Funding Note Purchase Agreement and the First Amendment to the Management Agreement, which have been filed as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, hereto and are hereby incorporated herein by reference. Interested parties should read the documents in their entirety.


Item 1.02
TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 1.02.

Item 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 8.01
OTHER EVENTS.
In connection with the completion of the financing transaction, the Company issued a press release on February 14, 2022.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01
  
Financial Statements and Exhibits.
     
(d)
  
Exhibits
     
Exhibit No.
  
Title
     
 
     
 
     
 
     
 
     
 

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 14, 2022
 
   
  JACK IN THE BOX INC.
   
  By: /s/ Tim Mullany
  Tim Mullany
  Chief Financial Officer

Exhibit 4.1


EXECUTION VERSION

Dated as of February 11, 2022
Series 2022-1 Supplement
to the
Base Indenture
Up to $150,000,000 Series 2022-1 Variable Funding Senior Notes, Class A‑1
$550,000,000 Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A‑2-I
$550,000,000 Series 2022-1 4.136% Fixed Rate Senior Secured Notes, Class A‑2-II

between
Jack in the Box Funding, LLC,
as Master Issuer
and
Citibank, N.A.,
as Trustee and Series 2022-1 Securities Intermediary
Table of Contents

     Page
     
Article I Definitions
1
Article II Initial Issuance, Increases and Decreases of Series 2022-1 Class A‑1 Outstanding Principal Amount
2
Section 2.01
Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 2022-1 Class A‑1 Outstanding Principal Amount
 2
Section 2.02
Procedures for Decreasing the Series 2022-1 Class A-1 Outstanding Principal Amount
 3
Article III Series 2022-1 Allocations; Payments
 4
Section 3.01
Allocations with Respect to the Series 2022-1 Notes
 4
Section 3.02
Weekly Allocation Date Applications; Quarterly Payment Date Applications
 4
Section 3.03
Certain Distributions from the Series 2022-1 Distribution Accounts and the Collection Account
 4
Section 3.04
Series 2022-1 Class A-1 Interest and Certain Fees.
 5
Section 3.05
Series 2022-1 Class A-2 Notes Interest.
 6
Section 3.06
Payment of Series 2022-1 Note Principal
 7
Section 3.07
Series 2022-1 Class A‑1 Distribution Account
13
Section 3.08
Series 2022-1 Class A‑2 Distribution Account
13
Section 3.09
Trustee as Securities Intermediary
14
Section 3.10
Manager
16
Section 3.11
Replacement of Ineligible Accounts
16
Article IV Form of Series 2022-1 Notes
16
Section 4.01
Issuance of Series 2022-1 Class A‑1 Notes
16
Section 4.02
Issuance of Series 2022-1 Class A‑2 Notes
18
Section 4.03
 Transfer Restrictions of Series 2022-1 Class A‑1 Notes 19
Section 4.04
 Transfer Restrictions of Series 2022-1 Class A‑2 Notes 21
Section 4.05
 Note Owner Representations and Warranties 26
Section 4.06
 Limitation on Liability 28
Article V General 28
Section 5.01
 Information 28
Section 5.02 Exhibits 29
Section 5.03 Ratification of Base Indenture 29
Section 5.04 Certain Notices to the Rating Agency 29
Section 5.05 Prior Notice by Trustee to the Controlling Class Representative and Control Party 29
Section 5.06 Counterparts 29
Section 5.07 Governing Law 29
Section 5.08 Amendments 29
Section 5.09 Termination of Series Supplement 29
Section 5.10 Entire Agreement 29
Section 5.11 Electronic Signatures and Transmission 30
Section 5.12 1934 Act 30
Section 5.13 Notices 30

ANNEXES
Annex A – Series 2022-1 Supplemental Definitions List

(i)
EXHIBITS

Exhibit A-1-1: Form of Series 2022-1 Class A-1 Advance Note
Exhibit A-1-2:
Form of Series 2022-1 Class A-1 Swingline Note
Exhibit A-1-3:
Form of Series 2022-1 Class A-1 L/C Note
Exhibit A-2-1:
Form of Rule 144A Global Series 2022-1 Class A-2 Notes
Exhibit A-2-2:
Form of Temporary Regulation S Global Series 2022-1 Class A-2 Notes
Exhibit A-2-3:
Form of Permanent Regulation S Global Series 2022-1 Class A-2 Notes
Exhibit B-1:
Form of Transferee Certificate – Series 2022-1 Class A-1 Notes
Exhibit B-2:
Form of Transferee Certificate – Rule 144A Global Notes to Temporary Regulation S Global Notes
Exhibit B-3:
Form of Transferee Certificate – Rule 144A Global Notes to Permanent Regulation S Global Notes
Exhibit B-4:
Form of Transferee Certificate – Regulation S Global Notes to Rule 144A Global Notes
Exhibit C:
Form of Quarterly Noteholders’ Report
Exhibit D:
Form of Decrease Notice
Exhibit E:
Form of Confirmation of Registration


(ii)

SERIES 2022-1 SUPPLEMENT, dated as of February 11, 2022 (this “Series Supplement”), by and between JACK IN THE BOX FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2022-1 Securities Intermediary, to the Base Indenture, dated as of July 8, 2019, by and between the Master Issuer and CITIBANK, N.A., as trustee and as securities intermediary (as amended by the First Supplement to Base Indenture, dated as of the date hereof, and as further amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
PRELIMINARY STATEMENT
WHEREAS, Sections 2.02, 2.03 and 13.01 of the Base Indenture provide, among other things, that the Master Issuer and the Trustee may at any time and from time to time enter into a Series Supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes (as defined in Annex A of the Base Indenture) upon satisfaction of the conditions set forth therein; and
WHEREAS, all such conditions have been met for the issuance of the Series of Notes authorized hereunder.
NOW, THEREFORE, the parties hereto agree as follows:
DESIGNATION
There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement, and such Series of Notes shall be designated as Series 2022-1 Notes.  On the Series 2022-1 Closing Date, two Classes of Notes of such Series will be issued:  (a) Series 2022-1 Variable Funding Senior Notes, Class A‑1 (as referred to herein, the “Series 2022-1 Class A‑1 Notes”) and (b) Series 2022-1 Senior Notes, Class A‑2 (as referred to herein, the “Series 2022-1 Class A‑2 Notes”).  The Series 2022-1 Class A‑1 Notes shall be issued in three Subclasses:  (i) Series 2022-1 Class A‑1 Advance Notes (as referred to herein, the “Series 2022-1 Class A‑1 Advance Notes”), (ii) Series 2022-1 Class A-1 Swingline Notes (as referred to herein, the “Series 2022-1 Class A-1 Swingline Notes”) and (iii) Series 2022-1 Class A‑1 L/C Notes (as referred to herein, the “Series 2022-1 Class A‑1 L/C Notes”). The Series 2022-1 Class A-2 Notes shall be issued in two Tranches: (i) Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I (as referred to herein, the “Series 2022-1 Class A‑2-I Notes”) and (ii) Series 2022-1 4.136% Fixed Rate Senior Secured Notes, Class A-2-II (as referred to herein, the “Series 2022-1 Class A‑2-II Notes” and, together with the Series 2022-1 Class A‑2-I Notes, the “Series 2022-1 Class A‑2 Notes” and, the Series 2022-1 Class A-2 Notes, together with the Series 2022-1 Class A-1 Notes, the “Series 2022-1 Notes”). For purposes of the Base Indenture and this Series Supplement, the Series 2022-1 Class A‑1 Notes and the Series 2022-1 Class A‑2 Notes shall be deemed to be separate Classes of “Senior Notes”.
ARTICLE I

DEFINITIONS
All capitalized terms used herein (including in the preamble and the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Series 2022-1 Supplemental Definitions List attached hereto as Annex A (the “Series 2022-1 Supplemental Definitions List”) as such Series 2022-1 Supplemental Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.  All capitalized terms not otherwise defined herein or therein shall have the meanings assigned thereto in the Base Indenture or Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as such Base Indenture or Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Base Indenture.  Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of the Base Indenture or this Series Supplement (as indicated herein).  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2022-1 Notes and not to any other Series of Notes issued by the Master Issuer.  The rules of construction set forth in Section 1.04 of the Base Indenture shall apply for all purposes under this Series Supplement.
ARTICLE II

INITIAL ISSUANCE, INCREASES AND DECREASES OF
SERIES 2022-1 CLASS A‑1 OUTSTANDING PRINCIPAL AMOUNT
Section 2.01             Procedures for Issuing and Increasing Initial Issuance and Increases of the Series 2022-1 Class A‑1 Outstanding Principal Amount.
(a) Subject to satisfaction of the conditions precedent to the making of Series 2022-1 Class A-1 Advances set forth in the Series 2022-1 Class A-1 Note Purchase Agreement, (i) on the Series 2022-1 Closing Date, the Master Issuer may cause the Series 2022-1 Class A-1 Initial Advance Principal Amount to become outstanding by drawing ratably, at par, the initial principal amounts of the Series 2022-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Advances made on the Series 2022-1 Closing Date (the “Series 2022-1 Class A-1 Initial Advance”) and (ii) on any Business Day during the Series 2022-1 Class A-1 Commitment Term that does not occur during a Cash Trapping Period, the Master Issuer may increase the Series 2022-1 Class A-1 Outstanding Principal Amount (such increase referred to as an “Increase”), by drawing ratably (or as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement), at par, additional principal amounts on the Series 2022-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Advances made on such Business Day; provided that at no time may the Series 2022-1 Class A-1 Outstanding Principal Amount exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount.  The Series 2022-1 Class A-1 Initial Advance and each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Series 2022-1 Class A-1 Note Purchase Agreement and shall be ratably (except as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement) allocated among the Series 2022-1 Class A-1 Noteholders (other than the Series 2022-1 Class A-1 Subfacility Noteholders in their capacity as such) as provided therein.  Proceeds from the Series 2022-1 Class A-1 Initial Advance and each Increase shall be paid as directed by the Master Issuer in the applicable Series 2022-1 Class A-1 Advance Request or as otherwise set forth in the Series 2022-1 Class A-1 Note Purchase Agreement.  Upon receipt of written notice from the Master Issuer or the Administrative Agent of the Series 2022-1 Class A-1 Initial Advance and any Increase, the Trustee shall indicate in its books and records the amount of the Series 2022-1 Class A-1 Initial Advance or such Increase, as applicable.
(b) Subject to satisfaction of the applicable conditions precedent set forth in the Series 2022-1 Class A‑1 Note Purchase Agreement, on the Series 2022-1 Closing Date, the Master Issuer may cause (i) the Series 2022-1 Class A-1 Initial Swingline Principal Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2022-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Swingline Loans made on the Series 2022-1 Closing Date pursuant to Section 2.06 of the Series 2022-1 Class A-1 Note Purchase Agreement and (ii) the Series 2022-1 Class A‑1 Initial Aggregate Undrawn L/C Face Amount to become outstanding by drawing, at par, the initial principal amounts of the Series 2022-1 Class A-1 L/C Notes corresponding to the aggregate Undrawn L/C Face Amount of the Letters of Credit issued on the Series 2022-1 Closing Date pursuant to Section 2.07 of the Series 2022-1 Class A-1 Note Purchase Agreement; provided that at no time may the Series 2022-1 Class A-1 Outstanding Principal Amount exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount.  The procedures relating to increases in the Series 2022-1 Class A‑1 Outstanding Subfacility Amount (each such increase, a “Subfacility Increase”) through borrowings of Series 2022-1 Class A-1 Swingline Loans and issuance or incurrence of Series 2022-1 Class A‑1 L/C Obligations are set forth in the Series 2022-1 Class A‑1 Note Purchase Agreement.  Upon receipt of written notice from the Master Issuer or the Administrative Agent of the issuance of the Series 2022-1 Class A-1 Initial Swingline Principal Amount and the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount and any Subfacility Increase, the Trustee shall indicate in its books and records the amount of each such issuance and Subfacility Increase.
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Section 2.02             Procedures for Decreasing the Series 2022-1 Class A-1 Outstanding Principal Amount.
(a) Mandatory Decrease.  Whenever a Series 2022-1 Class A-1 Excess Principal Event shall have occurred, then, on or before 10:00 a.m. (Eastern time) on the fourth Business Day immediately following the date on which the Manager or the Master Issuer obtains knowledge of such Series 2022-1 Class A-1 Excess Principal Event, the Master Issuer shall deposit in the Series 2022-1 Class A-1 Distribution Account the amount of funds referred to in the next sentence and shall direct the Trustee in writing to distribute such funds in accordance with the Class A-1 Order of Distribution.  Such written direction of the Master Issuer shall include a report that will provide for the distribution of (i) funds sufficient to decrease the Series 2022-1 Class A-1 Outstanding Principal Amount by the lesser of (x) the amount necessary, so that after giving effect to such decrease of the Series 2022-1 Class A-1 Outstanding Principal Amount on such date, no such Series 2022-1 Class A-1 Excess Principal Event shall exist and (y) the amount that would decrease the Series 2022-1 Class A-1 Outstanding Principal Amount to zero (each decrease of the Series 2022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(a), or any other required payment of principal in respect of the Series 2022-1 Class A-1 Notes pursuant to Section 3.06 of this Series Supplement, a “Mandatory Decrease”), plus (ii) any associated Series 2022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2022-1 Class A-1 Note Purchase Agreement).  Such Mandatory Decrease shall be allocated among the Series 2022-1 Class A-1 Noteholders in accordance with the Class A-1 Order of Distribution.  Upon obtaining knowledge of such a Series 2022-1 Class A-1 Excess Principal Event, the Master Issuer promptly, but in any event within two (2) Business Days, shall deliver written notice substantially in the form of Exhibit D hereto (which may be given by e‑mail of a .pdf or similar file) of the need for any such Mandatory Decreases to the Trustee and the Administrative Agent.  In connection with any Mandatory Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).
(b) Voluntary Decrease.  Except as provided in Section 2.02(d), on any Business Day, the Master Issuer may decrease the Series 2022-1 Class A-1 Outstanding Principal Amount (each such decrease of the Series 2022-1 Class A-1 Outstanding Principal Amount pursuant to this Section 2.02(b), a “Voluntary Decrease”) by depositing in the Series 2022-1 Class A-1 Distribution Account not later than 10:00 a.m. (Eastern time) on the date specified as the decrease date in the prior written notice referred to below and providing a written report to the Trustee directing the Trustee to distribute in accordance with the Class A-1 Order of Distribution (i) an amount (subject to the last sentence of this Section 2.02(b)) up to the Series 2022-1 Class A-1 Outstanding Principal Amount equal to the amount of such Voluntary Decrease, plus (ii) any associated Series 2022-1 Class A-1 Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2022-1 Class A-1 Note Purchase Agreement); provided that to the extent the deposit into the Series 2022-1 Class A-1 Distribution Account described above is made after 3:00 p.m. (Eastern time) on any Business Day, the same shall be deemed to be deposited on the following Business Day; provided, further, that (x) in the case of Eurodollar Advances or CP Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least three (3) Business Days prior to such Voluntary Decrease and (y) in the case of Base Rate Advances, the Master Issuer shall provide written notice no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease, in each case to each Series 2022-1 Class A-1 Investor and the Administrative Agent; provided, further, that the Master Issuer shall provide written notice substantially in the form of Exhibit D hereto to the Trustee of any Voluntary Decrease no later than 12:00 p.m. (Eastern time) at least one (1) Business Day prior to such Voluntary Decrease.  Each such Voluntary Decrease shall be in a minimum principal amount as provided in the Series 2022-1 Class A-1 Note Purchase Agreement.  In connection with any Voluntary Decrease, the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).
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(c) The Trustee shall indicate in its books and records any such reduction in the Series 2022-1 Class A‑1 Commitments.
(d) The Series 2022-1 Class A‑1 Note Purchase Agreement sets forth additional procedures relating to decreases in the Series 2022-1 Class A‑1 Outstanding Subfacility Amount (each such decrease, together with any Voluntary Decrease or Mandatory Decrease allocated to the Series 2022-1 Class A‑1 Subfacility Noteholders, a “Subfacility Decrease”) through (i) borrowings of Series 2022-1 Class A-1 Advances to repay Series 2022-1 Class A-1 Swingline Loans and Series 2022-1 Class A-1 L/C Obligations or (ii) optional prepayments of Series 2022-1 Class A-1 Swingline Loans on same day notice.  Upon receipt of written notice from the Master Issuer or the Administrative Agent of any Subfacility Decrease, the Trustee shall indicate in its books and records the amount of such Subfacility Decrease.
(e) The Series 2022-1 Class A-1 Note Purchase Agreement also sets forth procedures relating to permanent reductions in the Series 2022-1 Class A-1 Notes Maximum Principal Amount.
ARTICLE III

SERIES 2022-1 ALLOCATIONS; PAYMENTS
With respect to the Series 2022-1 Notes only, the following shall apply:
Section 3.01          Allocations with Respect to the Series 2022-1 Notes.  On the Series 2022-1 Closing Date, the Master Issuer will arrange for the issuance of an Interest Reserve Letter of Credit in an aggregate amount equal to $4,927,930.94.  The remainder of the net proceeds from the sale of the Series 2022-1 Notes shall be paid to, or at the direction of, the Master Issuer.
Section 3.02          Weekly Allocation Date Applications; Quarterly Payment Date Applications.  On each Weekly Allocation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to allocate from the Collection Account all amounts relating to the Series 2022-1 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.
Section 3.03           Certain Distributions from the Series 2022-1 Distribution Accounts and the Collection Account.  On each Quarterly Payment Date, based solely upon the most recent Quarterly Noteholders’ Report, and in the order of priority of such amounts set forth in the Priority of Payments, the Trustee shall, in accordance with Section 6.01 of the Base Indenture, remit (i) to the Series 2022-1 Class A‑1 Noteholders from the Series 2022-1 Class A‑1 Distribution Account, in accordance with the Class A‑1 Order of Distribution, the amounts deposited in the Series 2022-1 Class A‑1 Distribution Account in accordance with the Base Indenture for the payment of interest, fees, principal (to the extent applicable) and other amounts in respect of the Series 2022-1 Class A‑1 Notes on such Quarterly Payment Date and (ii) to the Series 2022-1 Class A‑2 Noteholders from the Series 2022-1 Class A‑2 Distribution Account, the amounts deposited in the Series 2022-1 Class A‑2 Distribution Account in accordance with the Base Indenture for the payment of interest, principal (to the extent applicable) and other amounts in respect of the Series 2022-1 Class A‑2 Notes on such Quarterly Payment Date.  On each Weekly Allocation Date the Trustee shall withdraw from the Collection Account amounts required to be paid to the Administrative Agent pursuant to the Priority of Payments and remit such amounts to the Administrative Agent in accordance with the terms of the Indenture.
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Notwithstanding anything to the contrary herein or in the Base Indenture, except as (i) provided under Section 3.06(f) or (ii) explicitly directed by the Master Issuer (or the Manager on its behalf) with respect to payments of Quarterly Scheduled Principal Amounts made under Section 3.06(c)(ii) on Quarterly Payment Dates with respect to which the Series 2022-1 Non-Amortization Test has been satisfied, each payment in respect of the Series 2022-1 Class A-2 Notes shall be distributed among the Tranches (A) based upon such amounts due with respect to interest on, principal of or otherwise with respect to such Tranches as provided hereunder; provided that, in each case, any shortfall in such payment amount shall be allocated ratably based on the Series 2022-1 Class A-2 Outstanding Principal Amount of each Tranche or (B) if not explicitly provided hereunder, ratably based on the Series 2022-1 Class A-2 Outstanding Principal Amount of each Tranche; provided that, in each of the cases set forth under clauses (A) and (B) above, all distributions to Noteholders of a Tranche shall be ratably allocated among the Noteholders within each applicable Tranche based on their respective portion of the Series 2022-1 Class A-2 Outstanding Principal Amount of such Tranche.
Section 3.04             Series 2022-1 Class A-1 Interest and Certain Fees.
(a) Series 2022-1 Class A-1 Notes Interest and L/C Fees.  From and after the Series 2022-1 Closing Date, the applicable portions of the Series 2022-1 Class A-1 Outstanding Principal Amount shall accrue (i) interest at the Series 2022-1 Class A-1 Note Rate and (ii) L/C Quarterly Fees at the applicable rates provided therefor in the Series 2022-1 Class A-1 Note Purchase Agreement, as applicable.  Such accrued interest and fees shall be due and payable in arrears on each Quarterly Payment Date from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, commencing on May 25, 2022; provided that in any event all accrued but unpaid interest and fees shall be paid in full on the Series 2022-1 Class A-1 Legal Final Maturity Date, on any Series 2022-1 Prepayment Date with respect to a prepayment in full of the Series 2022-1 Class A-1 Notes, on any day when the Commitments are terminated in full, or on any other day on which all of the Series 2022-1 Class A-1 Outstanding Principal Amount is required to be paid in full, in each case pursuant to, and in accordance with, the provisions of the Priority of Payments.  To the extent any such amount is not paid on a Quarterly Payment Date when due, such unpaid amount (net of all Debt Service Advances with respect thereto, a “Class A-1 Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2022-1 Class A-1 Note Rate.
(b) Undrawn Commitment Fees.  From and after the Series 2022-1 Closing Date, Undrawn Commitment Fees shall accrue as provided in the Series 2022-1 Class A-1 Note Purchase Agreement.  Such accrued fees shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, commencing on May 25, 2022.  To the extent any such amount is not paid on a Quarterly Payment Date when due (a “Series 2022-1 Class A-1 Quarterly Commitment Fees Shortfall Amount”), such unpaid amount shall accrue interest at the Series 2022-1 Class A-1 Note Rate.
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(c) Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest.  Following a Series 2022-1 Class A-1 Notes Amortization Event additional interest shall accrue on the Series 2022-1 Class A-1 Outstanding Principal Amount (excluding any Undrawn L/C Face Amounts included therein) at a rate equal to 5.00% per annum (the “Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest Rate”), calculated in accordance with Section 3.01(f) of the Series 2022-1 Class A-1 Note Purchase Agreement, in addition to the regular interest that shall continue to accrue at the Series 2022-1 Class A-1 Note Rate.  Any Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest Amount shall be due and payable on any applicable Quarterly Payment Date, as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, in the amount so made available, and failure to pay any Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest Amount in excess of available amounts in accordance with the foregoing shall not be an Event of Default and interest will not accrue on any unpaid portion thereof.
(d) Series 2022-1 Class A-1 Initial Interest Accrual Period.  The initial Interest Accrual Period for the Series 2022-1 Class A-1 Notes shall commence on the Series 2022-1 Closing Date and end on (but exclude) May 25, 2022.
Section 3.05             Series 2022-1 Class A-2 Notes Interest.
(a) Series 2022-1 Class A‑2 Notes Interest.  From the Series 2022-1 Closing Date until the Series 2022-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2022-1 Class A‑2 Outstanding Principal Amount with respect to a Tranche has been paid in full), the Series 2022-1 Class A‑2 Outstanding Principal Amount with respect to such Tranche (after giving effect to all payments of principal made to Series 2022-1 Class A-2 Noteholders as of the first day of each Interest Accrual Period, or if such day is not a Quarterly Payment Date, as of the following Quarterly Payment Date, and also giving effect to repurchases and cancellations of Series 2022-1 Class A‑2 Notes during such Interest Accrual Period) shall accrue interest at the Series 2022-1 Class A‑2 Note Rate for such Tranche.  Such accrued interest shall be due and payable in arrears on each Quarterly Payment Date, from amounts that are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, commencing on May 25, 2022; provided that in any event all accrued but unpaid interest on the Series 2022-1 Class A-2 Outstanding Principal Amount shall be due and payable in full on the Series 2022-1 Class A-2 Legal Final Maturity Date, on any Series 2022-1 Class A-2 Prepayment Date with respect to a prepayment in full of such Tranche or on any other day on which all of the Series 2022-1 Class A‑2 Outstanding Principal Amount of such Tranche is required to be paid in full.  To the extent any interest accruing at the Series 2022-1 Class A‑2 Note Rate for any Tranche is not paid on a Quarterly Payment Date when due, such unpaid interest (net of all Debt Service Advances with respect thereto, a “Class A‑2 Quarterly Interest Shortfall Amount”) shall accrue interest at the Series 2022-1 Class A‑2 Note Rate for such Tranche.  All computations of interest at the Series 2022-1 Class A‑2 Note Rate shall be made on the basis of a year of 360 days and twelve 30‑day months.
(b) Series 2022-1 Class A‑2 Quarterly Post‑ARD Contingent Interest.
(i) Post‑ARD Contingent Interest.  From and after the Series 2022-1 Anticipated Repayment Date, as applicable to each Tranche, until the Series 2022-1 Legal Final Maturity Date (or, if earlier, the date on which the Series 2022-1 Class A-2 Outstanding Principal Amount with respect to such Tranche has been paid in full), additional interest (“Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest”) shall accrue on such Tranche at a per annum rate (equal to the rate determined by the Servicer to be the greater of (A) 5.00% per annum and (B) a rate equal to the amount, if any, by which (a) the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the Series 2022-1 Anticipated Repayment Date for such Tranche of the United States Treasury Security having a term closest to ten (10) years, plus (y) 5.00%, plus (z) (1) with respect to the Series 2022-1 Class A-2-I Notes, 1.80% and (2) with respect to the Series 2022-1 Class A-2-II Notes, 2.35% exceeds (b) such Tranche’s applicable Series 2022-1 Class A-2 Note Rate.  In addition, regular interest shall continue to accrue at the Tranche’s Series 2022-1 Class A-2 Note Rate from and after such Tranche’s Series 2022-1 Anticipated Repayment Date.  All computations of Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be made on the basis of a 360-day year of twelve 30-day months.
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(ii) Payment of Series 2022-1 Class A‑2 Quarterly Post‑ARD Contingent Interest.  Any Series 2022-1 Class A‑2 Quarterly Post‑ARD Contingent Interest shall be due and payable on any applicable Quarterly Payment Date as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, in the amount so available.  For the avoidance of doubt, Series 2022-1 Class A‑2 Quarterly Post‑ARD Contingent Interest shall accrue and be payable in addition to the interest accrued on the applicable Tranche at the applicable Series 2022-1 Class A‑2 Note Rate.  The failure to pay any Series 2022-1 Class A‑2 Quarterly Post‑ARD Contingent Interest on any Quarterly Payment Date (including on the Series 2022-1 Class A-2 Legal Final Maturity Date) in excess of available amounts in accordance with the foregoing will not be an Event of Default and interest will not accrue on any unpaid portion thereof.
(c) Series 2022-1 Class A‑2 Initial Interest Accrual Period.  The initial Interest Accrual Period for the Series 2022-1 Class A‑2 Notes shall commence on the Series 2022-1 Closing Date and end on (but exclude) May 25, 2022.
Section 3.06            Payment of Series 2022-1 Note Principal.
(a) Series 2022-1 Notes Principal Payment at Legal Maturity.  The Series 2022-1 Outstanding Principal Amount shall be due and payable on the applicable Series 2022-1 Legal Final Maturity Date.  The Series 2022-1 Outstanding Principal Amount is not prepayable, in whole or in part, except as set forth in this Section 3.06 and, in respect of the Series 2022-1 Class A-1 Outstanding Principal Amount, Section 2.02 of this Series Supplement.
(b) Series 2022-1 Class A‑2 Anticipated Repayment Date; Series 2022-1 Class A-1 Renewal Date.  The “Series 2022-1 Anticipated Repayment Date” means, (i) with respect to the Series 2022-1 Class A-2-I Notes, the Quarterly Payment Date occurring in February 2027 and (ii) with respect to the Series 2022-1 Class A-2-II Notes, the Quarterly Payment Date occurring in February 2032.  The initial Series 2022-1 Class A-1 Notes Renewal Date shall be the Quarterly Payment Date occurring in February 2027, unless extended as provided below in this Section 3.06(b).
(i) First Extension Election.  Subject to the conditions set forth in Section 3.06(b)(iii) of this Series Supplement, the Manager shall have the option to elect (the “Series 2022-1 First Extension Election”) to extend the Series 2022-1 Class A-1 Notes Renewal Date to the Quarterly Payment Date occurring in February 2028 by delivering written notice to the Administrative Agent, the Trustee and the Control Party no later than the Quarterly Payment Date occurring in February 2027 to the effect that the conditions precedent to such Series 2022-1 First Extension Election have been satisfied.
(ii)             Second Extension Election.  Subject to the conditions set forth in Section 3.06(b)(iii) of this Series Supplement, if the Series 2022-1 First Extension Election has been made and become effective, the Manager shall have the option to elect (the “Series 2022-1 Second Extension Election”) to extend the Series 2022-1 Class A-1 Notes Renewal Date to the Quarterly Payment Date occurring in February 2029 by delivering written notice to the Administrative Agent, the Trustee and the Control Party no later than the Quarterly Payment Date occurring in February 2028 to the effect that the conditions precedent to such Series 2022-1 Second Extension Election have been satisfied.
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(iii)            Conditions Precedent to Extension Elections.  It shall be a condition to each applicable extension of the Series 2022-1 Class A-1 Notes Renewal Date that, in the case of Section 3.06(b)(i), on the Quarterly Payment Date occurring in February 2027, or in the case of Section 3.06(b)(ii), on the Quarterly Payment Date occurring in February 2028 (a) the DSCR is greater than or equal to 2.75x (calculated with respect to the most recently ended Quarterly Collection Period); (b) either the rating assigned to the Series 2022-1 Class A-2 Notes by S&P has not been downgraded below “BBB” or withdrawn; and (c) all Class A-1 Extension Fees shall have been paid on or prior to such Quarterly Payment Date.  Any notice given pursuant to Section 3.06(b)(i) or (ii) of this Series Supplement shall be irrevocable; provided that if the conditions set forth in this Section 3.06(b)(iii) are not met as of the applicable extension date, the election set forth in such notice shall automatically be deemed ineffective.  For the avoidance of doubt, no consent of the Trustee, the Control Party, the Administrative Agent or any Noteholder shall be necessary for the effectiveness of the Series 2022-1 Extension Elections.
(c) Payment of Class A‑2 Accrued Quarterly Scheduled Principal Amount, Quarterly Scheduled Principal Amounts and Quarterly Scheduled Principal Deficiency Amounts with respect to the Series 2022-1 Class A‑2 Notes.
(i) Class A‑2 Accrued Quarterly Scheduled Principal Amounts will be allocated on each Weekly Allocation Date in accordance with the Priority of Payments, in the amount so available, and failure to pay any Class A‑2 Accrued Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing shall not be an Event of Default.
(ii) Quarterly Scheduled Principal Amounts shall be due and payable with respect to each Tranche on each Quarterly Payment Date prior to the applicable Series 2022-1 Anticipated Repayment Date, commencing on the Quarterly Payment Date in May 2022, in accordance with Section 5.13 of the Base Indenture, in the amount so available, and failure to pay any Quarterly Scheduled Principal Amounts in excess of available amounts in accordance with the foregoing will not be an Event of Default; provided that Quarterly Scheduled Principal Amounts shall only be due and payable on a Quarterly Payment Date with respect to a Tranche if the Series 2022-1 Non‑Amortization Test is not satisfied with respect to such Quarterly Payment Date; provided, further that if the Series 2022-1 Non‑Amortization Test is satisfied, the Master Issuer may, at its option, prior to the applicable Series 2022-1 Anticipated Repayment Date for such Tranche, pay all or any part of such Quarterly Scheduled Principal Amounts with respect to such Tranche on such Quarterly Payment Date.
(iii) On each Weekly Allocation Date and each Quarterly Payment Date, the Quarterly Scheduled Principal Deficiency Amount, if any, with respect to such Weekly Allocation Date or Quarterly Payment Date shall be allocated or due and payable, respectively, as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, in the amount so available, and failure to pay any Quarterly Scheduled Principal Deficiency Amounts in excess of available amounts in accordance with the foregoing shall not be an Event of Default.
(d) Series 2022-1 Mandatory Payments of Principal.
(i) During any Rapid Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the Series 2022-1 Notes (sequentially, in alphanumerical order of Class A Notes) as and when amounts are made available for payment thereof (x) on any related Weekly Allocation Date in accordance with the Priority of Payments and (y) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, in the amount so available, together with any Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium required to be paid in connection therewith pursuant to Section 3.06(e) of this Series Supplement; provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium, in accordance with the Priority of Payments.  Such payments shall be ratably allocated among the Series 2022-1 Noteholders within each applicable Class and Tranche, based on their respective portion of the Series 2022-1 Outstanding Principal Amount of such Class or Tranche (or, in the case of the Series 2022-1 Class A-1 Noteholders, in accordance with the Class A-1 Order of Distribution).
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(ii) During any Series 2022-1 Class A-1 Notes Amortization Period, principal payments shall be due and payable on each Quarterly Payment Date on the applicable Series 2022-1 Class A-1 Notes as and when amounts are made available for payment thereof (i) on any related Weekly Allocation Date in accordance with the Priority of Payments and (ii) on such Quarterly Payment Date in accordance with Section 5.13 of the Base Indenture, in the amount so available.  Such payments shall be allocated among the Series 2022-1 Class A-1 Noteholders, in accordance with the Class A-1 Order of Distribution. For the avoidance of doubt, no Series 2022-1 Class A-2 Make-Whole Prepayment Premium will be due in connection with any principal payments on the Series 2022-1 Class A-1 Notes.
(e) Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium Payments.  In connection with any (i) mandatory prepayment of any Series 2022-1 Class A‑2 Notes made during a Rapid Amortization Period pursuant to Section 3.06(d), (ii) prepayments funded with Asset Disposition Proceeds pursuant to Section 3.06(j) or (iii) any optional prepayment of any Series 2022-1 Class A‑2 Notes or a Tranche made pursuant to Section 3.06(f) (each, a “Series 2022-1 Class A‑2 Prepayment”), in each case prior to (I) with respect to the Series 2022-1 Class A-2-I Notes, the Quarterly Payment Date in the 24th month prior to the Series 2022-1 Anticipated Repayment Date for such Tranche and (II) with respect to the Series 2022-1 Class A‑2‑II Notes, the Quarterly Payment Date in the 48th month prior to the Series 2022-1 Anticipated Repayment Date for such Tranche (as applicable, the “Make-Whole End Date”), the Master Issuer shall pay, in the manner described herein, the Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium; provided that no such Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium shall be payable in connection with (A) any prepayment funded by Indemnification Amounts or Insurance/Condemnation Proceeds or (B) Quarterly Scheduled Principal Amounts (including those paid, in whole or in part, at the option of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2022-1 Non‑Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts.
(f) Optional Prepayment of Series 2022-1 Class A‑2 Notes.
(i) Optional Prepayments. In addition to any right to optionally prepay any or all of the Notes in accordance with the Base Indenture, including Section 5.13(o) of the Base Indenture, and subject to Section 3.06(e) and (g) of this Series Supplement, the Master Issuer shall have the option to prepay the Outstanding Principal Amount of any or all of the Tranches in whole or in part on any Business Day or on any date a mandatory prepayment may be made and that is specified as the Series 2022-1 Class A-2 Prepayment Date in the applicable Prepayment Notices; provided that the Master Issuer shall not make any optional prepayment in part of any Tranche pursuant to this Section 3.06(f)(i) in a principal amount for any single prepayment in part of less than $5 million on any Business Day (except that any such prepayment may be in a principal amount less than such amount if effected on the same day as any partial mandatory prepayment or repayment pursuant to this Series Supplement); provided, further, that no such optional prepayment may be made unless (i) the amount on deposit in the Series 2022-1 Class A‑2 Distribution Account (including amounts to be transferred from the Cash Trap Reserve Account) is sufficient to pay the principal amount of the Tranches to be prepaid, and the amount on deposit in the Senior Notes Principal Payment Account that is allocable to the Tranches to be prepaid is sufficient to pay any Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium required pursuant to Section 3.06(e), in each case, payable on the relevant Series 2022-1 Class A-2 Prepayment Date; (ii)  (A) the amount on deposit in the Senior Notes Interest Payment Account that is allocable to the Outstanding Principal Amount of the Tranche(s) to be prepaid is sufficient to pay the Class A‑2 Quarterly Interest to but excluding the relevant Series 2022-1 Prepayment Date relating to the Outstanding Principal Amount of the Tranche(s) to be prepaid (other than any Post‑ARD Contingent Interest) and (B) only if such optional prepayment is a prepayment of the Series 2022-1 Class A‑2 Notes in whole, (x) the amount on deposit in the Senior Notes Post‑ARD Contingent Interest Account that is allocable to the Series 2022-1 Class A‑2 Notes is sufficient to pay the Series 2022-1 Class A‑2 Quarterly Post‑ARD Contingent Interest accrued through such Series 2022-1 Prepayment Date and (y) the amounts on deposit in the Collection Account and the Management Accounts are (in the Manager’s determination) reasonably expected to be sufficient to pay all Securitization Operating Expenses attributable to the Series 2022-1 Class A‑2 Notes on the next Weekly Allocation Date or, in each case, such amounts have been either paid in the case of clause (B)(y) or deposited to the Series 2022-1 Class A‑2 Distribution Account pursuant to Section 3.06(h); and (iii) the Master Issuer shall reimburse the Trustee, the Servicer and the Manager, as applicable, for any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate).  The Master Issuer may prepay any or all of the Tranche(s) of Series 2022-1 Class A‑2 Notes in full on any Business Day regardless of the number of prior optional prepayments or any minimum payment requirement.
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(ii) Acquisition Optional Prepayments. The Master Issuer may optionally prepay (such prepayment, an “Acquisition Optional Prepayment”) the Outstanding Principal Amount of any or all of the Tranches of the Series 2022-1 Class A-2 Notes in an amount not to exceed $200,000,000 on any Business Day from the Closing Date to but excluding June 12, 2022 (such date, the “Acquisition Optional Prepayment Date”); provided that: (i) no Advances are then outstanding, unless such Advances shall be repaid simultaneously with such Acquisition Optional Prepayment, (ii) such Acquisition Optional Prepayment shall not prepay the Series 2022-1 Class A-2 Notes in an amount exceeding $200,000,000 of the Outstanding Principal Amount of the Series 2022-1 Class A-2 Notes, (iii) such Acquisition Optional Prepayment shall be applied pro rata among each Tranche of the Series 2022-1 Class A-2 Notes, and (iv) such Acquisition Optional Prepayment shall be accompanied by (x) a make-whole prepayment premium equal to 1.00% of the Outstanding Principal Amount of the Series 2022-1 Class A-2 Notes prepaid, (y) the payment of accrued and unpaid interest on the Outstanding Principal Amount of the Series 2022-1 Class A-2 Notes prepaid to but excluding the Acquisition Optional Prepayment Date and (z) any accrued and unpaid Securitization Operating Expenses and Servicing Fees, in each case, to the extent such amounts are past due as of the Acquisition Optional Prepayment Date.
(g) Notices of Optional Prepayments.  The Master Issuer shall give prior written notice (each, a “Prepayment Notice”) at least ten (10) Business Days but not more than twenty (20) Business Days prior to any Series 2022-1 Class A-2 Prepayment Date with respect to a Tranche pursuant to Section 3.06(f) to each Series 2022-1 Class A‑2 Noteholder of such Tranche, the Rating Agency, the Servicer, the Control Party and the Trustee; provided that at the request of the Master Issuer, such notice to the Series 2022-1 Class A‑2 Noteholders of such Tranche shall be given by the Trustee in the name and at the expense of the Master Issuer.  In connection with any such Prepayment Notice, the Master Issuer shall provide a written report to the Trustee directing the Trustee to distribute such prepayment in accordance with the applicable provisions of Section 3.06(k) of this Series Supplement.  With respect to each such Series 2022-1 Class A‑2 Prepayment, the related Prepayment Notice shall specify (i) the Series 2022-1 Class A-2 Prepayment Date on which such prepayment will be made, which in all cases shall be a Business Day, (ii) the Series 2022-1 Prepayment Amount and the Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if applicable, and (iii) the date on which the applicable Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium, if any, to be paid in connection therewith will be calculated, which calculation date shall be no earlier than the fifth (5th) Business Day before such Series 2022-1 Class A-2 Prepayment Date (the “Series 2022-1 Class A‑2 Make‑Whole Premium Calculation Date”).  The Master Issuer shall have the option, by written notice to the Trustee, the Servicer, the Control Party, the Rating Agency and the Series 2022-1 Class A‑2 Noteholders of the applicable Tranche, to withdraw, or amend the Series 2022-1 Class A-2 Prepayment Date set forth in any Prepayment Notice relating to an optional prepayment at any time up to and including the second (2nd) Business Day before the Series 2022-1 Class A-2 Prepayment Date set forth in such Prepayment Notice.  Any such optional prepayment and Prepayment Notice may, in the Master Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent (including the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such prepayment).  If such conditions precedent are not satisfied, the Master Issuer may cancel such optional prepayment in its sole discretion at any time prior to the second (2nd) Business Day prior to the prepayment date set forth in the applicable prepayment notice by providing notice to the Trustee (who shall forward such notice to the applicable Noteholders) and the Control Party.  The Master Issuer shall have the option to provide in any Prepayment Notice that the payment of the amounts set forth in Section 3.06(f) and the performance of the Master Issuer’s obligations with respect to such optional prepayment may be performed by another Person. All Prepayment Notices shall be transmitted by email to (A) each Series 2022-1 Class A-2 Noteholder that will receive a prepayment to the extent such Series 2022-1 Class A-2 Noteholder has provided an email address to the Trustee and (B) the Rating Agency, the Servicer and the Trustee. For the avoidance of doubt, a Voluntary Decrease or a Subfacility Decrease in respect of the Series 2022-1 Class A-1 Notes is governed by Section 2.02 of this Series Supplement and not by this Section 3.06(g).  A Prepayment Notice may be revoked or amended by the Master Issuer if the Trustee receives written notice of such revocation or amendment no later than 12:00 p.m. (Eastern time) up to and including the second (2nd) Business Day prior to the applicable Series 2022-1 Class A-2 Prepayment Date.  The Master Issuer shall give written notice of such revocation or amendment to the Servicer, and at the request of the Master Issuer, the Trustee shall forward the notice of revocation or amendment to each Series 2022-1 Class A-2 Noteholder previously sent a Prepayment Notice for such Series 2022-1 Class A-2 Prepayment Date.
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(h) Series 2022-1 Prepayments.  On each Series 2022-1 Prepayment Date with respect to any Series 2022-1 Prepayment, the Series 2022-1 Prepayment Amount, the Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if any, and any associated Series 2022-1 Class A-1 Breakage Amounts applicable to such Series 2022-1 Prepayment shall be due and payable.  The Master Issuer shall pay the Series 2022-1 Prepayment Amount together with the applicable Series 2022-1 Class A-2 Make-Whole Prepayment Premium, if any, and any associated Series 2022-1 Class A-1 Breakage Amounts applicable to such Series 2022-1 Prepayment by depositing such amounts in the applicable Indenture Trust Accounts in accordance with the Priority of Payments or the applicable Series 2022-1 Distribution Account pursuant to Section 3.06(f), in each case, on or prior to the related Series 2022-1 Prepayment Date to be distributed in accordance with Section 5.13 of the Base Indenture, Section 3.03, or Section 3.06(k), as applicable.
(i) Prepayment Premium Not Payable.  For the avoidance of doubt, there is no Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium for any Tranche payable as a result of (i) the application of Indemnification Amounts or Insurance/Condemnation Proceeds allocated to the Series 2022-1 Class A‑2 Notes pursuant to priority (i) of the Priority of Payments, (ii) the payment of any Quarterly Scheduled Principal Amounts (including those paid, in part or in full, at the election of the Master Issuer on a Quarterly Payment Date with respect to which the Series 2022-1 Non‑Amortization Test has been satisfied) or Quarterly Scheduled Principal Deficiency Amounts and (iii) any prepayment on or after the Make‑Whole End Date for such Tranche.
(j) Indemnification Amounts; Insurance/Condemnation Proceeds; Asset Disposition Proceeds.  Any Indemnification Amounts, Insurance/Condemnation Proceeds or Asset Disposition Proceeds allocated to the Senior Notes Principal Payment Account in accordance with Section 5.12(i) of the Base Indenture shall be withdrawn from the Senior Notes Principal Payment Account in accordance with Section 5.13(d) of the Base Indenture and deposited in the applicable Series 2022-1 Distribution Accounts and used to prepay first, if a Series 2022-1 Class A‑1 Notes Amortization Period is continuing, the Series 2022-1 Class A‑1 Notes (in accordance with the Class A‑1 Order of Distribution), second, the Series 2022-1 Class A‑2 Notes (to be allocated among the Tranches  ratably based on the Series 2022-1 Class A-2 Outstanding Principal Amount of each Tranche) and third, provided that clause first does not apply, the Series 2022-1 Class A‑1 Notes (in accordance with the Class A‑1 Order of Distribution), on the Quarterly Payment Date immediately succeeding such deposit.  In connection with any prepayment made with Indemnification Amounts or Insurance/Condemnation Proceeds pursuant to this Section 3.06(j), the Master Issuer shall not be obligated to pay any prepayment premium.  The Master Issuer shall, however, be obligated to pay any applicable Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium required to be paid pursuant to Section 3.06(e) of this Series Supplement in connection with any prepayment made with Asset Disposition Proceeds pursuant to this Section 3.06(j); provided, for avoidance of doubt, that it shall not constitute an Event of Default if any such Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium is not paid because insufficient funds are available to pay such Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium in accordance with the Priority of Payments.
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(k) Distributions of Series 2022-1 Class A‑2 Optional Prepayment.  On the Series 2022-1 Class A-2 Prepayment Date for a Series 2022-1 Class A-2 Prepayment to be made pursuant to Section 3.06(f) for a Tranche, the Trustee shall, in accordance with Section 6.01 of the Base Indenture (except that notwithstanding anything to the contrary therein, in the case of a prepayment to be made on a date that is not a Quarterly Payment Date, references to the distributions being made on a Quarterly Payment Date shall be deemed to be references to distributions made on such Series 2022-1 Class A-2 Prepayment Date and references to the Record Date shall be deemed to be references to the Prepayment Record Date) and based solely on either a written report which shall be provided by the Master Issuer to the Trustee or the applicable Quarterly Noteholders’ Report, as applicable, distribute to the Series 2022-1 Class A-2 Noteholders of record for such Tranche on the preceding Prepayment Record Date the amount deposited in the Series 2022-1 Class A-2 Distribution Account pursuant to Section 3.06(h) with respect to such Series 2022-1 Class A-2 Prepayment, in order to repay the applicable portion of the Series 2022-1 Class A-2 Outstanding Principal Amount of such Tranche.  All accrued and unpaid interest on the Series 2022-1 Class A-2 Outstanding Principal Amount prepaid and any related Series 2022-1 Class A-2 Make-Whole Prepayment Premium due to the Series 2022-1 Class A-2 Noteholders shall be payable on the immediately following Quarterly Payment Date in accordance with the Priority of Payments.
(l) Series 2022-1 Notices of Final Payment.  The Master Issuer shall notify the Trustee, the Servicer and the Rating Agency on or before the Prepayment Record Date preceding the Series 2022-1 Prepayment Date that will be the Series 2022-1 Final Payment Date; provided, however, that with respect to any Series 2022-1 Final Payment that is made in connection with any mandatory or optional prepayment in full, the Master Issuer shall not be obligated to provide any additional notice to the Trustee or the Rating Agency of such Series 2022-1 Final Payment beyond the notice required to be given in connection with such prepayment pursuant to Section 3.06(g) of this Series Supplement.  The Trustee shall provide any written notice required under this Section 3.06(l) to each Person in whose name a Series 2022-1 Note is registered at the close of business on such Prepayment Record Date of the Series 2022-1 Prepayment Date that will be the Series 2022-1 Final Payment Date.  Such written notice to be sent to the Series 2022-1 Noteholders shall be made at the expense of the Master Issuer and shall be mailed by the Trustee within five (5) Business Days of receipt of notice from the Master Issuer indicating that the Series 2022-1 Final Payment will be made and shall specify that such Series 2022-1 Final Payment will be payable only upon presentation and surrender (or de-registration, in the case of Uncertificated Notes) of the Series 2022-1 Notes and shall specify the place where the Series 2022-1 Notes (other than the Uncertificated Notes) may be presented and surrendered for such Series 2022-1 Final Payment.
(m) Tranche Defeasance.  The Master Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of a particular Tranche (the “Defeased Tranche”) as provided hereunder, may terminate all of its Obligations under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Defeased Tranche; provided that the conditions set forth under Section 12.01(c) (other than the conditions set forth under Section 12.01(c)(ii)) of the Base Indenture with respect to the Defeased Tranche have been satisfied; provided that no amounts in respect of the Class A-1 Notes or the other Tranche shall be required to be paid in accordance with Section 12.01(c)(i)(1) of the Base Indenture.
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Section 3.07            Series 2022-1 Class A‑1 Distribution Account.
(a) Establishment of Series 2022-1 Class A‑1 Distribution Account.  The Master Issuer has established with the Trustee the Series 2022-1 Class A‑1 Distribution Account in the name of the Trustee for the benefit of the Series 2022-1 Class A‑1 Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2022-1 Class A‑1 Noteholders.  The Series 2022-1 Class A‑1 Distribution Account shall be an Eligible Account.  Initially, the Series 2022-1 Class A‑1 Distribution Account will be established with the Trustee.
(b) Series 2022-1 Class A‑1 Distribution Account Constitutes Additional Collateral for Series 2022-1 Class A‑1 Notes.  In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2022-1 Class A‑1 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2022-1 Class A‑1 Noteholders, all of the Master Issuer’s rights, title and interests in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2022-1 Class A‑1 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2022-1 Class A‑1 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2022-1 Class A‑1 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2022-1 Class A‑1 Distribution Account Collateral”).
(c) Termination of Series 2022-1 Class A‑1 Distribution Account.  On or after the date on which (1) all accrued and unpaid interest on and principal of all Outstanding Series 2022-1 Class A‑1 Notes have been paid, (2) all Undrawn L/C Face Amounts have expired or have been cash collateralized in accordance with the terms of the Series 2022-1 Class A-1 Note Purchase Agreement (after giving effect to the provisions of Section 4.04 of the Series 2022-1 Class A-1 Note Purchase Agreement), (3) all fees and expenses and other amounts then due and payable under the Series 2022-1 Class A-1 Note Purchase Agreement have been paid and (4) all Series 2022-1 Class A‑1 Commitments have been terminated in full, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall withdraw from the Series 2022-1 Class A‑1 Distribution Account all amounts on deposit therein for distribution pursuant to the Priority of Payments and all Liens with respect to Series 2022-1 Class A‑1 Distribution Account created in favor of the Trustee for the benefit of the Series 2022-1 Class A‑1 Noteholders under this Series Supplement shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series 2022-1 Class A‑1 Noteholders’ security interest in the Series 2022-1 Class A‑1 Distribution Account Collateral.
Section 3.08            Series 2022-1 Class A‑2 Distribution Account.
(a) Establishment of Series 2022-1 Class A‑2 Distribution Account.  The Master Issuer has established with the Trustee the Series 2022-1 Class A‑2 Distribution Account in the name of the Trustee for the benefit of the Series 2022-1 Class A‑2 Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2022-1 Class A‑2 Noteholders.  The Series 2022-1 Class A‑2 Distribution Account shall be an Eligible Account.  Initially, the Series 2022-1 Class A‑2 Distribution Account will be established with the Trustee.
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(b) Series 2022-1 Class A‑2 Distribution Account Constitutes Additional Collateral for Series 2022-1 Class A‑2 Notes.  In order to secure and provide for the repayment and payment of the Obligations with respect to the Series 2022-1 Class A‑2 Notes, the Master Issuer hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2022-1 Class A‑2 Noteholders, all of the Master Issuer’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2022-1 Class A‑2 Distribution Account, including any security entitlement with respect thereto; (ii) all funds and other property (including, without limitation, Financial Assets) on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2022-1 Class A‑2 Distribution Account or the funds on deposit therein from time to time; (iv) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2022-1 Class A‑2 Distribution Account or the funds on deposit therein from time to time; and (v) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (v) are referred to, collectively, as the “Series 2022-1 Class A‑2 Distribution Account Collateral”).
(c) Termination of Series 2022-1 Class A‑2 Distribution Account.  On or after the date on which all accrued and unpaid interest on and principal of all Outstanding Series 2022-1 Class A‑2 Notes have been paid, the Trustee, acting in accordance with the written instructions of the Master Issuer (or the Manager on its behalf), shall withdraw from the Series 2022-1 Class A‑2 Distribution Account all amounts on deposit therein for distribution pursuant to the Priority of Payments and all Liens with respect to Series 2022-1 Class A‑2 Distribution Account created in favor of the Trustee for the benefit of the Series 2022-1 Class A‑2 Noteholders under this Series Supplement shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Series 2022-1 Class A‑2 Noteholders’ security interest in the Series 2022-1 Class A‑2 Distribution Account Collateral.
Section 3.09         Trustee as Securities Intermediary.  (a)  The Trustee or other Person holding the Series 2022-1 Distribution Accounts shall be the “Series 2022-1 Securities Intermediary”.  If the Series 2022-1 Securities Intermediary in respect of any Series 2022-1 Distribution Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Series 2022-1 Securities Intermediary set forth in this Section 3.09.
(b) The Series 2022-1 Securities Intermediary agrees that:
(i) The Series 2022-1 Distribution Accounts are accounts to which Financial Assets will or may be credited;
(ii)             The Series 2022-1 Distribution Accounts are “securities accounts” within the meaning of Section 8‑501 of the New York UCC and the Series 2022-1 Securities Intermediary qualifies as a “securities intermediary” under Section 8‑102(a) of the New York UCC;
(iii)            All securities or other property (other than cash) underlying any Financial Assets credited to any Series 2022-1 Distribution Account shall be registered in the name of the Series 2022-1 Securities Intermediary, indorsed to the Series 2022-1 Securities Intermediary or in blank or credited to another securities account maintained in the name of the Series 2022-1 Securities Intermediary, and in no case will any Financial Asset credited to any Series 2022-1 Distribution Account be registered in the name of the Master Issuer, payable to the order of the Master Issuer or specially indorsed to the Master Issuer;
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(iv)             All property delivered to the Series 2022-1 Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2022-1 Distribution Account;
(v)              Each item of property (whether investment property, security, instrument or cash) credited to any Series 2022-1 Distribution Account shall be treated as a Financial Asset;
(vi)            If at any time the Series 2022-1 Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Series 2022-1 Distribution Accounts, the Series 2022-1 Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer, any other Securitization Entity or any other Person;
(vii)           The Series 2022-1 Distribution Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of all applicable UCCs, the State of New York shall be deemed to the Series 2022-1 Securities Intermediary’s jurisdiction and the Series 2022-1 Distribution Accounts (as well as the “security 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. The parties further agree that with respect to the Series 2022-1 Distribution Accounts the law applicable to all the issues in Article 2(1) of The Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary shall be the law of the State of New York;
(viii)          The Series 2022-1 Securities Intermediary has not entered into, and until termination of this Series Supplement will not enter into, any agreement with any other Person relating to the Series 2022-1 Distribution Accounts 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 Series 2022-1 Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Series 2022-1 Securities Intermediary to comply with entitlement orders as set forth in Section 3.09(b)(vi) of this Series Supplement; and
(ix)            Except for the claims and interest of the Trustee, the Secured Parties and the Securitization Entities in the Series 2022-1 Distribution Accounts, neither the Series 2022-1 Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, any Series 2022-1 Distribution Account or any Financial Asset credited thereto.  If the Series 2022-1 Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual Knowledge of the assertion by any other person of any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2022-1 Distribution Account or any Financial Asset carried therein, the Series 2022-1 Securities Intermediary will promptly notify the Trustee, the Manager, the Servicer and the Master Issuer thereof.
(c) At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2022-1 Distribution Accounts and in all proceeds thereof, and shall (acting at the direction of the Control Party (at the direction of the Controlling Class Representative)) be the only Person authorized to originate entitlement orders in respect of the Series 2022-1 Distribution Accounts; provided, however, that at all other times the Master Issuer shall be authorized to instruct the Trustee to originate entitlement orders in respect of the Series 2022-1 Distribution Accounts.
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Section 3.10          Manager.  Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer.  The Series 2022-1 Noteholders by their acceptance of the Series 2022-1 Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer.  Any such reports and notices that are required to be delivered to the Series 2022-1 Noteholders hereunder will be made available on the Trustee’s website in the manner set forth in Section 4.03 of the Base Indenture.
Section 3.11          Replacement of Ineligible Accounts.  If, at any time, either of the Series 2022-1 Class A‑1 Distribution Account or the Series 2022-1 Class A‑2 Distribution Account shall cease to be an Eligible Account (each, a “Series 2022-1 Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Series 2022-1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Series 2022-1 Distribution Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from such Series 2022-1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Series 2022-1 Class A-1 Noteholders or the Series 2022-1 Class A-2 Noteholders, as applicable, and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee.
ARTICLE IV
FORM OF SERIES 2022-1 NOTES
Section 4.01           Issuance of Series 2022-1 Class A‑1 Notes.  (a) The Series 2022-1 Class A‑1 Advance Notes (other than any Uncertificated Notes) will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A‑1-1 hereto, and will be issued to the Series 2022-1 Class A‑1 Noteholders (other than the Series 2022-1 Class A‑1 Subfacility Noteholders) pursuant to and in accordance with this Series Supplement and the Series 2022-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in Section 2.04 of the Base Indenture.  Other than in accordance with this Series Supplement and the Series 2022-1 Class A-1 Note Purchase Agreement, the Series 2022-1 Class A‑1 Advance Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by such Series 2022-1 Class A‑1 Noteholders.  The Series 2022-1 Class A‑1 Advance Notes shall bear a face amount equal in the aggregate to up to the Series 2022-1 Class A‑1 Notes Maximum Principal Amount as of the Series 2022-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2022-1 Class A‑1 Initial Advance Principal Amount pursuant to Section 2.01(a) of this Series Supplement.  The Trustee shall record any Increases or Decreases with respect to the Series 2022-1 Class A‑1 Outstanding Principal Amount such that, subject to Section 4.01(d) of this Series Supplement, the principal amount of the Series 2022-1 Class A‑1 Advance Notes that are Outstanding accurately reflects all such Increases and Decreases.  The Series 2022-1 Class A-1 Swingline Notes (other than any Uncertificated Notes) will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-2 hereto, and will be issued to the Swingline Lender pursuant to and in accordance with this Series Supplement and the Series 2022-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in Section 2.04 of the Base Indenture.  Other than in accordance with this Series Supplement and the Series 2022-1 Class A-1 Note Purchase Agreement, the Series 2022-1 Class A-1 Swingline Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Swingline Lender.  The Series 2022-1 Class A-1 Swingline Note shall bear a face amount equal in the aggregate to up to the Swingline Commitment as of the Series 2022-1 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Swingline Principal Amount pursuant to Section 2.01(b)(i) of this Series Supplement.  The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to the Swingline Loans such that, subject to Section 4.01(d) of this Series Supplement, the aggregate principal amount of the Series 2022-1 Class A-1 Swingline Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.
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(b) The Series 2022-1 Class A‑1 L/C Notes (other than any Uncertificated Notes) will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-3 hereto, and will be issued to the L/C Provider pursuant to and in accordance with this Series Supplement and the Series 2022-1 Class A-1 Note Purchase Agreement and shall be duly executed by the Master Issuer and authenticated by the Trustee in the manner set forth in Section 2.04 of the Base Indenture.  Other than in accordance with this Series Supplement and the Series 2022-1 Class A-1 Note Purchase Agreement, the Series 2022-1 Class A‑1 L/C Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the L/C Provider.  The Series 2022-1 Class A-1 L/C Notes shall bear a face amount equal in the aggregate to up to the L/C Commitment as of the Series 2022-1 Closing Date, and shall be initially issued in an aggregate amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount pursuant to Section 2.01(b)(ii) of this Series Supplement.  The Trustee shall record any Subfacility Increases or Subfacility Decreases with respect to the Undrawn L/C Face Amounts of Unreimbursed L/C Drawings, as applicable, such that, subject to Section 4.01(d) of this Series Supplement, the aggregate amount of the Series 2022-1 Class A-1 L/C Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.  All Undrawn L/C Face Amounts shall be deemed to be “principal” outstanding under the Series 2022-1 Class A-1 L/C Note for all purposes of the Indenture and the other Related Documents other than for purposes of accrual of interest.
(c) For the avoidance of doubt, notwithstanding that the aggregate face amount of the Series 2022-1 Class A‑1 Notes will exceed the Series 2022-1 Class A‑1 Notes Maximum Principal Amount, at no time will the principal amount actually outstanding of the Series 2022-1 Class A‑1 Advance Notes, the Series 2022-1 Class A-1 Swingline Notes and the Series 2022-1 Class A-1 L/C Notes in the aggregate exceed the Series 2022-1 Class A‑1 Notes Maximum Principal Amount.
(d) The Series 2022-1 Class A‑1 Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Authorized Officers executing such Series 2022-1 Class A‑1 Notes, as evidenced by their execution of the Series 2022-1 Class A‑1 Notes.  The Series 2022-1 Class A‑1 Notes may be produced in any manner, all as determined by the Authorized Officers executing such Series 2022-1 Class A‑1 Notes, as evidenced by their execution of such Series 2022-1 Class A‑1 Notes.  The initial sale of the Series 2022-1 Class A‑1 Notes is limited to Persons who have executed the Series 2022-1 Class A-1 Note Purchase Agreement.  The Series 2022-1 Class A‑1 Notes may be resold only to the Master Issuer and its Affiliates and Persons who are not Competitors (except that Series 2022-1 Class A-1 Notes may be resold to Persons who are Competitors with the written consent of the Master Issuer) in compliance with the terms of the Series 2022-1 Class A-1 Note Purchase Agreement.
(e) Uncertificated Notes. At the request of a Holder or transferee of Series 2022-1 Class A-1 Notes, the Series 2022-1 Class A-1 Notes may be issued in the form of Uncertificated Notes. With respect to any Uncertificated Note, the Trustee shall provide to the beneficial owner promptly after registration of the Uncertificated Note in the Note Register by the Registrar a Confirmation of Registration substantially in the form of Exhibit E hereto.
(i) Except as otherwise expressly provided herein:
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(A) Uncertificated Notes registered in the name of a Person shall be considered “held” by such Person for all purposes of this Series Supplement;
(B) with respect to any Uncertificated Note, (a) references herein to authentication and delivery of a Note shall be deemed to refer to creation of an entry for such Note in the Note Register and registration of such Note in the name of the owner, (b) references herein to cancellation of a Note shall be deemed to refer to deregistration of such Note and (c) references herein to the date of authentication of a Note shall refer to the date of registration of such Note in the Note Register in the name of the owner thereof;
(ii)            references to execution of Notes by the Issuer, to surrender of the Notes and to presentment of the Notes shall be deemed not to refer to Uncertificated Notes; provided that the provisions of Section 4.04 relating to surrender of the Notes shall apply equally to deregistration of Uncertificated Notes;
(iii)            for the avoidance of doubt, no Confirmation of Registration shall be required to be surrendered (x) in connection with a transfer of the related Uncertificated Note or (y) in connection with the final payment of the related Uncertificated Note;
(iv)            the Note Register shall be conclusive evidence of the ownership of an Uncertificated Note;
(v)             each of the Series 2022-1 Class A-1 Notes in the form of a definitive note may also be exchanged in its entirety for an Uncertificated Note and, upon complete exchange thereof, such Series 2022-1 Class A-1 Notes shall be cancelled and deregistered by the Registrar; and
(vi)            each of the Uncertificated Notes may be exchanged in its entirety for a Series 2022-1 Class A-1 Note in the form of a definitive note and, upon complete exchange thereof, such Uncertificated Note shall be deregistered by the Registrar and the Series 2022-1 Class A-1 Note (in the form of a definitive note) received in such exchange shall be registered in the Note Register by the Registrar.
Section 4.02           Issuance of Series 2022-1 Class A‑2 Notes.  The Series 2022-1 Class A-2 Notes in the aggregate may be offered and sold in the Series 2022-1 Class A-2 Initial Principal Amount on the Series 2022-1 Closing Date by the Master Issuer pursuant to the Series 2022-1 Class A-2 Note Purchase Agreement.  The Series 2022-1 Class A-2 Notes will be resold initially only to (A) the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States, to Persons who are QIBs in reliance on Rule 144A and who are not Competitors and (C) outside the United States, to Persons who are not a U.S. person (as defined in Regulation S, a “U.S. Person”) in reliance on Regulation S and who are not Competitors.  The Series 2022-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein.  The Series 2022-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2022-1 Class A-2 Notes.  The Applicable Procedures shall apply to transfers of beneficial interests in the Series 2022-1 Class A-2 Notes.  The Series 2022-1 Class A-2 Notes shall be issued in minimum denominations of $50,000 and integral multiples of $1,000 in excess thereof.
(a) Rule 144A Global Notes.  The Series 2022-1 Class A-2 Notes offered and sold in their initial resale in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-1, Exhibit A-2-2 and Exhibit A-2-3, as applicable, hereto, registered in the name of Cede & Co. (“Cede”), as nominee of DTC, and deposited with the Trustee, as custodian for DTC (collectively, for purposes of this Section 4.02 and Section 4.04, the “Rule 144A Global Notes”).  The aggregate initial principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Temporary Regulation S Global Notes or Permanent Regulation S Global Notes, as hereinafter provided.
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(b) Temporary Regulation S Global Notes and Permanent Regulation S Global Notes.  Any Series 2022-1 Class A-2 Notes offered and sold on the Series 2022-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibit A-2-4, Exhibit A-2-5 and Exhibit A-2-6, as applicable, hereto, registered in the name of Cede, as nominee of DTC, and deposited with the Trustee, as custodian for DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear or Clearstream.  Until such time as the Restricted Period shall have terminated with respect to any Series 2022-1 Class A-2 Note, such Series 2022-1 Class A-2 Notes shall be referred to herein collectively, for purposes of this Section 4.02 and Section 4.04, as the “Temporary Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated, the Temporary Regulation S Global Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the form set forth in Exhibit A-2-7, Exhibit A-2-8 and Exhibit A-2-9, as applicable, hereto, as hereinafter provided (collectively, for purposes of this Section 4.02 and Section 4.04, the “Permanent Regulation S Global Notes”).  The aggregate principal amount of the Temporary Regulation S Global Notes or the Permanent Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Rule 144A Global Notes, as hereinafter provided.
(c) Definitive Notes.  The Series 2022-1 Global Notes shall be exchangeable in their entirety for one or more definitive notes in registered form, without interest coupons (collectively, for purposes of this Section 4.012 and Section 4.04 of this Series Supplement, the “Definitive Notes”) pursuant to Section 2.13 of the Base Indenture and this Section 4.02(c) in accordance with their terms and, upon complete exchange thereof, such Series 2022-1 Global Notes shall be surrendered for cancellation at the applicable Corporate Trust Office.
Section 4.03           Transfer Restrictions of Series 2022-1 Class A‑1 Notes.  (a)  Subject to the terms of the Indenture and the Series 2022-1 Class A-1 Note Purchase Agreement, the holder of any Series 2022-1 Class A‑1 Advance Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering  such Series 2022-1 Class A‑1 Advance Note (other than any Uncertificated Note) at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by a certificate substantially in the form of Exhibit B‑1 hereto; provided that if the holder of any Series 2022-1 Class A‑1 Advance Note transfers, in whole or in part, its interest in any Series 2022-1 Class A‑1 Advance Note pursuant to (i) an Assignment and Assumption Agreement substantially in the form of Exhibit B to the Series 2022-1 Class A-1 Note Purchase Agreement or (ii) an Investor Group Supplement substantially in the form of Exhibit C to the Series 2022-1 Class A-1 Note Purchase Agreement, then such Series 2022-1 Class A‑1 Noteholder will not be required to submit a certificate substantially in the form of Exhibit B‑1 hereto upon transfer of its interest in such Series 2022-1 Class A‑1 Advance Note.  In exchange for any Series 2022-1 Class A‑1 Advance Note properly presented for transfer, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2022-1 Class A‑1 Advance Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Series 2022-1 Class A‑1 Advance Note in part, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Series 2022-1 Class A‑1 Notes for the aggregate principal amount that was not transferred.  No transfer of any Series 2022-1 Class A‑1 Advance Note shall be made unless the request for such transfer is made by the Series 2022-1 Class A‑1 Noteholder at such office.  In the case of a transfer to a Holder electing to take such Note in the form of an Uncertificated Note, the Trustee shall deliver a Confirmation of Registration to the transferee.  Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of transferred Series 2022-1 Class A‑1 Advance Notes, the Trustee shall recognize the holders of such Series 2022-1 Class A‑1 Advance Note as Series 2022-1 Class A‑1 Noteholders.
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(b) Subject to the terms of the Indenture and the Series 2022-1 Class A-1 Note Purchase Agreement, the Swingline Lender may transfer the Series 2022-1 Class A-1 Swingline Notes in whole but not in part by surrendering  such Series 2022-1 Class A-1 Swingline Notes (other than any Uncertificated Note) at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Master Issuer and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(d) of the Series 2022-1 Class A-1 Note Purchase Agreement.  In exchange for any Series 2022-1 Class A-1 Swingline Note properly presented for transfer, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, a Series 2022-1 Class A-1 Swingline Note for the same aggregate principal amount as was transferred.  In the case of a transfer to a Holder electing to take such Note in the form of an Uncertificated Note, the Trustee shall deliver a Confirmation of Registration to the transferee.  No transfer of any Series 2022-1 Class A-1 Swingline Note shall be made unless the request for such transfer is made by the Swingline Lender at such office.  Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of any transferred Series 2022-1 Class A-1 Swingline Note, the Trustee shall recognize the holder of such Series 2022-1 Class A-1 Swingline Note as a Series 2022-1 Class A-1 Noteholder.
(c) Subject to the terms of the Indenture and the Series 2022-1 Class A-1 Note Purchase Agreement, the L/C Provider may transfer any Series 2022-1 Class A‑1 L/C Note in whole or in part, in an amount equivalent to an authorized denomination, by surrendering  such Series 2022-1 Class A‑1 L/C Note (other than any Uncertificated Note) at the applicable Corporate Trust Office, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to the Master Issuer and the Registrar by, the holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the STAMP or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, and accompanied by an assignment agreement pursuant to Section 9.17(a) of the Series 2022-1 Class A-1 Note Purchase Agreement.  In exchange for any Series 2022-1 Class A‑1 L/C Note properly presented for transfer, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Series 2022-1 Class A‑1 L/C Notes for the same aggregate principal amount as was transferred.  In the case of a transfer to a Holder electing to take such Note in the form of an Uncertificated Note, the Trustee shall deliver a Confirmation of Registration to the transferee.  In the case of the transfer of any Series 2022-1 Class A‑1 L/C Note in part, the Master Issuer shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of transferor) to such address as the transferor may request, Series 2022-1 Class A‑1 L/C Notes for the aggregate principal amount that was not transferred.  No transfer of any Series 2022-1 Class A‑1 L/C Note shall be made unless the request for such transfer is made by the L/C Provider at such office.  Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of any transferred Series 2022-1 Class A‑1 L/C Note, the Trustee shall recognize the holder of such Series 2022-1 Class A‑1 L/C Note as a Series 2022-1 Class A‑1 Noteholder.
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(d) Each Series 2022-1 Class A‑1 Note (other than any Uncertificated Notes) shall bear the following legend:
THE ISSUANCE AND SALE OF THIS SERIES 2022-1 CLASS A-1 NOTE (THIS “NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND JACK IN THE BOX FUNDING, LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).  THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE) (UNLESS THE MASTER ISSUER GIVES WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE, OR OTHER TRANSFER), AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF FEBRUARY 11, 2022 BY AND AMONG THE MASTER ISSUER, JACK IN THE BOX INC., AS THE MANAGER, THE GUARANTORS, THE CONDUIT INVESTORS, THE COMMITTED NOTE PURCHASERS, THE FUNDING AGENTS AND COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, AS L/C PROVIDER, SWINGLINE LENDER AND ADMINISTRATIVE AGENT.
The required legend set forth above shall not be removed from the Series 2022-1 Class A‑1 Notes except as provided herein.
Section 4.04          Transfer Restrictions of Series 2022-1 Class A‑2 Notes.  (a)  A Series 2022-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 4.04(a) shall not prohibit any transfer of a Series 2022-1 Class A‑2 Note that is issued in exchange for a Series 2022-1 Global Note in accordance with Section 2.08 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2022-1 Global Note effected in accordance with the other provisions of this Section 4.04.
(b) The transfer by a Series 2022-1 Note Owner holding a beneficial interest in a Series 2022-1 Class A‑2 Note in the form of a Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and not a Competitor, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Master Issuer as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.
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(c) If a Series 2022-1 Note Owner holding a beneficial interest in a Series 2022-1 Class A‑2 Note in the form of a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Temporary Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Temporary Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.04(c).  Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Temporary Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit B‑2 hereto given by the Series 2022-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of the Rule 144A Global Note, and to increase the principal amount of the Temporary Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Temporary Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.
(d) If a Series 2022-1 Note Owner holding a beneficial interest in a Rule 144A Global Note wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the Permanent Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Permanent Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.04(d).  Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Permanent Regulation S Global Note in a principal amount equal to that of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B‑3 hereto given by the Series 2022-1 Note Owner holding such beneficial interest in such Rule 144A Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Rule 144A Global Note, and to increase the principal amount of the Permanent Regulation S Global Note, by the principal amount of the beneficial interest in such Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Permanent Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Rule 144A Global Note was reduced upon such exchange or transfer.
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(e) If a Series 2022-1 Note Owner holding a beneficial interest in a Temporary Regulation S Global Note or a Permanent Regulation S Global Note wishes at any time to exchange its interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 4.04(e).  Upon receipt by the Registrar, at the applicable Corporate Trust Office, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Rule 144A Global Note in a principal amount equal to that of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, a certificate in substantially the form set forth in Exhibit B‑4 hereto given by such Series 2022-1 Note Owner holding such beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, the Registrar shall instruct the Trustee, as custodian of DTC, to reduce the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, and to increase the principal amount of the Rule 144A Global Note, by the principal amount of the beneficial interest in such Temporary Regulation S Global Note or such Permanent Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Rule 144A Global Note having a principal amount equal to the amount by which the principal amount of such Temporary Regulation S Global Note or such Permanent Regulation S Global Note, as the case may be, was reduced upon such exchange or transfer.
(f) In the event that a Series 2022-1 Global Note or any portion thereof is exchanged for Series 2022-1 Class A‑2 Notes other than Series 2022-1 Global Notes, such other Series 2022-1 Class A‑2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2022-1 Class A‑2 Notes that are not Series 2022-1 Global Notes or for a beneficial interest in a Series 2022-1 Global Note (if any is then outstanding) only in accordance with such procedures as may be adopted from time to time by the Master Issuer and the Registrar, which shall be substantially consistent with the provisions of Section 4.04(a) through Section 4.04(e) and Section 4.04(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2022-1 Global Note comply with Rule 144A or Regulation S, as the case may be) and any Applicable Procedures.
(g) Until the termination of the Restricted Period with respect to any Series 2022-1 Class A‑2 Note, interests in the Regulation S Global Notes representing such Series 2022-1 Class A‑2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided that this Section 4.04(g) shall not prohibit any transfer in accordance with Section 4.04(d) of this Series Supplement.  After the expiration of the applicable Restricted Period, interests in the Permanent Regulation S Global Notes may be transferred without requiring any certifications other than those set forth in this Section 4.04.
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(h) The Rule 144A Global Notes, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes shall bear the following legend:
THE ISSUANCE AND SALE OF THIS SERIES 2022-1 CLASS A-2 NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND JACK IN THE BOX FUNDING, LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”).  THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND IS NOT A “U.S. PERSON” AS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, NONE OF WHICH ARE A U.S. PERSON, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION.
BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES.
EACH PERSON (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.  EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A GLOBAL NOTE WILL BE REQUIRED TO DELIVER THE APPLICABLE TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE.
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ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY.
[IF THE HOLDER OF THIS NOTE IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR.  THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR.]1
[IF THE HOLDER OF THIS NOTE IS DETERMINED TO BE A COMPETITOR OR HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON” AND WHO IS NOT A COMPETITOR.  THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR.]2
BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
(i) The Series 2022-1 Class A‑2 Notes Temporary Regulation S Global Notes shall also bear the following legend:
UNTIL FORTY (40) DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS EITHER NOT A “U.S. PERSON” OR THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT AND AGREES FOR THE BENEFIT OF THE MASTER ISSUER THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER AND IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE 1933 ACT.
1 Applicable to 144A Notes only.
2 Applicable to Reg S Notes only.
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(j) The Series 2022-1 Global Notes issued in connection with the Series 2022-1 Class A‑2 Notes shall bear the following legend:
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE MASTER ISSUER OR THE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.
(k) The required legends set forth above shall not be removed from the applicable Series 2022-1 Class A‑2 Notes except as provided herein.  The legend required for a Rule 144A Global Note may be removed from such Rule 144A Global Note if there is delivered to the Master Issuer and the Registrar such satisfactory evidence, which may include an Opinion of Counsel, as may be reasonably required by the Master Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Rule 144A Global Note will not violate the registration requirements of the 1933 Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of the Master Issuer (or the Manager on its behalf), shall authenticate and deliver in exchange for such Rule 144A Global Note a Series 2022-1 Class A‑2 Note or Series 2022-1 Class A‑2 Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Rule 144A Global Note has been removed from a Series 2022-1 Class A‑2 Note as provided above, no other Series 2022-1 Class A‑2 Note issued in exchange for all or any part of such Series 2022-1 Class A‑2 Note shall bear such legend, unless the Master Issuer has reasonable cause to believe that such other Series 2022-1 Class A‑2 Note is a “restricted security” within the meaning of Rule 144 under the 1933 Act and instructs the Trustee to cause a legend to appear thereon.
Section 4.05           Note Owner Representations and Warranties.  Each Person who becomes a Note Owner of a beneficial interest in a Series 2022-1 Note pursuant to the Offering Memorandum will be deemed to represent, warrant and agree on the date such Person acquires any interest in any Series 2022-1 Note as follows: With respect to any sale of Series 2022-1 Notes pursuant to Rule 144A, it is a QIB pursuant to Rule 144A, and is aware that any sale of Series 2022-1 Notes to it will be made in reliance on Rule 144A.  Its acquisition of Series 2022-1 Notes in any such sale will be for its own account or for the account of another QIB.
(b) With respect to any sale of Series 2022-1 Notes pursuant to Regulation S, at the time the buy order for such Series 2022-1 Notes was originated, it was outside the United States and the offer was made to a Person who is not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person.
(c) It will, and each account for which it is purchasing will, hold and transfer at least the minimum denomination of Series 2022-1 Notes.
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(d) It understands that the Master Issuer, the Manager and the Servicer may receive a list of participants holding positions in the Series 2022-1 Notes from one or more book‑entry depositories.
(e) It understands that the Manager, the Master Issuer and the Servicer may receive (i) a list of Note Owners that have requested access to the Trustee’s password‑protected website or that have voluntarily registered as a Note Owner with the Trustee, (ii) copies of Noteholder confirmations of representations and warranties executed to obtain access to the Trustee’s password‑protected website and (iii) copies of prospective investor confirmations of representations and warranties executed to obtain access to the Noteholder Materials.
(f) It will provide to each person to whom it transfers Series 2022-1 Notes notices of any restrictions on transfer of such Series 2022-1 Notes.
(g) It understands that (i) the Series 2022-1 Notes are being offered in a transaction not involving any public offering in the United States within the meaning of the 1933 Act, (ii) the Series 2022-1 Notes have not been registered under the 1933 Act, (iii) such Series 2022-1 Notes may be offered, resold, pledged or otherwise transferred only (A) to the Master Issuer or an Affiliate of the Master Issuer, (B) in the United States to a Person who the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A and who is not a Competitor, (C) outside the United States to a Person who is not a U.S. Person in a transaction meeting the requirements of Regulation S and who is not a Competitor and (iv) the purchaser will, and each subsequent holder of a Series 2022-1 Note is required to, notify any subsequent purchaser of a Series 2022-1 Note of the resale restrictions set forth in clause (iii) above.
(h) It understands that the certificates evidencing the Rule 144A Global Notes will bear legends substantially similar to those set forth in Section 4.04(h) of this Series Supplement.
(i) It understands that the certificates evidencing the Temporary Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.04(i) of this Series Supplement.
(j) It understands that the certificates evidencing the Permanent Regulation S Global Notes will bear legends substantially similar to those set forth in Section 4.04(j) of this Series Supplement.
(k) Either (i) the purchaser or transferee is neither a Plan (including, without limitation, any entity whose underlying assets include “plan assets” by reason of a Plan’s investment in the entity or otherwise), nor a governmental, church, non-U.S. or other plan which is subject to any  federal, state, local or non-U.S. law that is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or (ii) the purchaser’s or transferee’s acquisition, holding and disposition of the Series 2022-1 Notes (or any interest therein) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church, non-U.S. or other plan, a non-exempt violation under any similar law).
(l) If such purchaser or transferee is a Plan, it understands that it shall be deemed to represent, warrant and agree that (i) none of the Master Issuer, Guarantor, the Initial Purchasers or other party to the securitization transaction, nor any of their affiliates, has provided, and none of them will provide, any advice within the meaning of Section 3(21) of ERISA to it or to any fiduciary or other person investing the assets of the Plan (“Plan Fiduciary”) in connection with its decision to invest in the Series 2022-1 Notes, and they are not otherwise acting as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan or the Plan Fiduciary in connection with the Plan’s acquisition of the Series 2022-1 Notes; and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Series 2022-1 Notes.
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(m) It understands that any subsequent transfer of the Series 2022-1 Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and it agrees to be bound by, and not to resell, pledge or otherwise transfer the Series 2022-1 Notes or any interest therein except in compliance with, such restrictions and conditions and the 1933 Act.
(n) It is not a Competitor.
Section 4.06            Limitation on Liability.  None of the Master Issuer, Jack in the Box Inc., the Trustee, the Servicer, the Initial Purchasers, any Paying Agent, or any of their respective Affiliates shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note.  None of the Master Issuer, Jack in the Box Inc., the Trustee, the Servicer, the Initial Purchasers, any Paying Agent or their respective Affiliates shall have any responsibility or liability with respect to any records maintained by the Noteholder with respect to the beneficial holders thereof or payments made thereby on account of beneficial interests held therein.
ARTICLE V

GENERAL
Section 5.01           Information.  On or before each Quarterly Payment Date, the Master Issuer shall furnish, or cause to be furnished, a Quarterly Noteholders’ Report with respect to the Series 2022-1 Notes to the Trustee, substantially in the form of Exhibit C hereto, setting forth, inter alia, the following information with respect to such Quarterly Payment Date:
(a)              the total amount available to be distributed to Series 2022-1 Noteholders on such Quarterly Payment Date and payment instructions with respect thereto;
(b)              the amount of such distribution allocable to the payment of interest on each Class and Tranche of the Series 2022-1 Notes;
(c)               the amount of such distribution allocable to the payment of principal of each Class and Tranche of the Series 2022-1 Notes;
(d)              the amount of such distribution allocable to the payment of any Series 2022-1 Class A‑2 Make‑Whole Prepayment Premium, if any, on each Tranche;
(e)               the amount of such distribution allocable to the payment of any fees or other amounts due to the Series 2022-1 Class A‑1 Noteholders;
(f)             whether, to the Actual Knowledge of the Master Issuer, any Potential Rapid Amortization Event, Rapid Amortization Event, Default, Event of Default, Potential Manager Termination Event, Manager Termination Event or Servicer Termination Event has occurred as of the related Quarterly Calculation Date or any Cash Trapping Period is in effect, as of such Quarterly Calculation Date;
(g)              the DSCR for such Quarterly Payment Date and the three Quarterly Payment Dates immediately preceding such Quarterly Payment Date;
(h)              the number of Securitized Franchised Restaurants and Securitized Company Restaurants that are open for business as of the last day of the preceding Quarterly Collection Period;
(i)               the amount of Systemwide Sales as of the related Quarterly Calculation Date; and
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(j)               the amount on deposit in the Senior Notes Interest Reserve Account (and the availability under any Interest Reserve Letter of Credit relating to the Senior Notes) and the amount on deposit in the Cash Trap Reserve Account, if any, in each case as of the close of business on the last Business Day of the preceding Quarterly Collection Period;
Any Series 2022-1 Noteholder may obtain copies of each Quarterly Noteholders’ Report in accordance with the procedures set forth in Section 4.04 of the Base Indenture.
Section 5.02            Exhibits.  The annexes, exhibits and schedules attached hereto and listed on the table of contents hereto supplement the annexes, exhibits and schedules included in the Base Indenture.
Section 5.03           Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument.
Section 5.04            Certain Notices to the Rating Agency.  The Master Issuer shall provide to the Rating Agency a copy of each Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.
Section 5.05           Prior Notice by Trustee to the Controlling Class Representative and Control Party.  Subject to Section 10.01 of the Base Indenture, the Trustee agrees that it shall not exercise any rights or remedies available to it as a result of the occurrence of a Rapid Amortization Event or an Event of Default until after the Trustee has given prior written notice thereof to the Controlling Class Representative and the Control Party and obtained the direction of the Control Party (subject to Section 11.04(e) of the Base Indenture, at the direction of the Controlling Class Representative).
Section 5.06            Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
Section 5.07          Governing Law.  THIS SERIES SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
Section 5.08            Amendments.  This Series Supplement may not be modified or amended except (i) with the written consent of the parties hereto and (ii) in accordance with the additional requirements set forth in Article XIII of the Base Indenture.
Section 5.09           Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2022-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2022-1 Notes that have been replaced or paid) to the Trustee for cancellation (or deregistering, in the case of the Uncertificated Notes) and all Letters of Credit have expired, have been cash collateralized in full pursuant to the terms of the Series 2022-1 Class A‑1 Note Purchase Agreement or are deemed to no longer be outstanding in accordance with Section 4.04 of the Series 2022-1 Class A‑1 Note Purchase Agreement, (ii) all fees and expenses and other amounts under the Series 2022-1 Class A‑1 Note Purchase Agreement have been paid in full and all Series 2022-1 Class A‑1 Commitments have been terminated, (iii) the Master Issuer has paid all sums payable hereunder and, without duplication (iv) the conditions set forth in Section 12.01(c) of the Base Indenture have been satisfied with respect to the Series 2022-1 Notes; provided that any provisions of this Series Supplement required for the Series 2022-1 Final Payment to be made shall survive until the Series 2022-1 Final Payment is paid to the Series 2022-1 Noteholders.
Section 5.10           Entire Agreement.  This Series Supplement, together with the exhibits and schedules hereto and the other Indenture Documents, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.
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Section 5.11            Electronic Signatures and Transmission.
(a) For purposes of this Series Supplement, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission.  “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.  The Trustee is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.
(b) Any requirement in the Indenture that a document, is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission.
(c) Notwithstanding anything to the contrary in this Series Supplement, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted.  The recipient of the Electronic Transmission will be required to complete a one-time registration process.
Section 5.12           1934 Act.  The Master Issuer hereby represents and warrants, for the benefit of the Trustee and the Noteholders, that payments on the Notes will not depend primarily on cash flow from self-liquidating financial assets within the meaning of Section 3(a)(79) of the 1934 Act.
Section 5.13           Notices.  All notices, requests or other communications desired or required to be given under this Agreement shall be in writing and shall be sent according to Section 14.01 of the Base Indenture.  In addition, any notice or communication to the Rating Agency shall be sent to the following addresses:
If to S&P:
S&P Global Ratings
55 Water Street
42nd Floor
New York, NY 10041-0003
Attention: ABS Surveillance Group – New Assets
E-mail: Servicer_Reports@standardandpoors.com
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If to KBRA:
Kroll Bond Rating Agency, LLC
805 Third Ave., 29th Floor
New York, NY 10022
Attention: ABS Surveillance Group
E-mail: abssurveillance@kbra.com

[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the Master Issuer, the Trustee and the Series 2022-1 Securities Intermediary has caused this Series Supplement to be duly executed by its respective duly authorized officer as of the day and year first written above.
  JACK IN THE BOX FUNDING, LLC, 
  a Delaware limited liability company, as Master Issuer
     
     
  By:
/s/ Michael J. Snider
  Name: 
Michael J. Snider
  Title:
Assistant Secretary
     
     
 
CITIBANK, N.A., not in its individual capacity but
solely as Trustee and as Series 2022-1 Securities Intermediary 
     
     
  By:
/s/ Jacqueline Suarez
  Name: 
Jacqueline Suarez
  Title:
Senior Trust Officer


Signature Page to Series 2022-1 Supplement

ANNEX A
SERIES 2022-1
SUPPLEMENTAL DEFINITIONS LIST
  
“Acquisition Optional Prepayment” has the meaning set forth in Section 3.06(f)(ii) of the Series 2022-1 Supplement.
“Acquisition Optional Prepayment Date” has the meaning set forth in Section 3.06(f)(ii) of the Series 2022-1 Supplement.
“Administrative Agent” has the meaning set forth in the preamble to the Series 2022-1 Class A-1 Note Purchase Agreement.  For purposes of the Base Indenture, the Administrative Agent shall be deemed to be a “Class A-1 Administrative Agent”.
“Administrative Agent Fees” has the meaning set forth in the Series 2022-1 Class A-1 VFN Fee Letter.
“Advance Request” has the meaning set forth in Section 7.03(d) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Agent Members” means members of, or participants in, DTC, or a nominee thereof.
“Application” means an application, in such form as the applicable L/C Issuing Bank may specify from time to time, requesting such L/C Issuing Bank to issue a Letter of Credit.
“Assignment and Assumption Agreement” has the meaning set forth in Section 9.17(a) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Base Rate” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Base Rate Advance” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Breakage Amount” has the meaning set forth in Section 3.06(c) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Cede” has the meaning set forth in Section 4.02(a) of the Series 2022-1 Supplement.
“Class A-1 Accrued Quarterly Commitment Fee Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Class A‑1 Notes Commitment Fees Account with respect to the Series 2022-1 Class A-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Class A-1 Notes Accrued Quarterly Commitment Fee Amounts for all such preceding Weekly Allocation Dates.
“Class A-1 Amendment Expenses” means “Amendment Expenses” as defined in, and payable pursuant to, Section 9.05(a)(ii) of the Series 2022-1 Class A-1 Note Purchase Agreement.
A-1
“Class A-1 Daily Interest Amount” means, for any day during any Interest Accrual Period, the sum of the following amounts:
(a) with respect to any Eurodollar Advance outstanding on such day, the result of (i) the product of (x) the Eurodollar Rate in effect for such Interest Accrual Period and (y) the principal amount of such Series 2022-1 Class A-1 Advance outstanding as of the close of business on such day divided by (ii) 360; plus
(b) with respect to any Base Rate Advance outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Series 2022-1 Class A-1 Advance outstanding as of the close of business on such day divided by (ii) 365 (or 366, as applicable); plus
(c) with respect to any CP Advance outstanding on such day, the result of (i) the product of (x) the CP Rate in effect for such Interest Accrual Period and (y) the principal amount of such Series 2022-1 Class A-1 Advance outstanding as of the close of business on such day divided by (ii) 360; plus
(d) with respect to any Swingline Loans or Unreimbursed L/C Drawings outstanding on such day, the result of (i) the product of (x) the Base Rate in effect for such day and (y) the principal amount of such Series 2022-1 Class A-1 Swingline Loans and Unreimbursed L/C Drawings outstanding as of the close of business on such day divided by (ii) 365 (or 366, as applicable); plus
(e) with respect to any Undrawn L/C Face Amounts outstanding on such day, the L/C Quarterly Fees that accrue thereon for such day.
“Class A-1 Estimated Quarterly Commitment Fee” means, with respect to any Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Daily Commitment Fees Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any Series 2022-1 Class A-1 Quarterly Commitment Fees Shortfall Amount for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.04(a).
“Class A-1 Estimated Quarterly Interest” means, with respect to each Interest Accrual Period, an amount equal to the sum of (a) the product of (i) the Estimated Class A-1 Daily Interest Amount for such Interest Accrual Period and (ii) the number of days in such Interest Accrual Period, and (b) the amount of any Class A-1 Quarterly Interest Shortfall Amount for the immediately preceding Interest Accrual Period, together with additional interest thereon as set forth in Section 3.04(a).
“Class A-1 Extension Fees” means the fees payable pursuant to the Series 2022-1 Class A-1 VFN Fee Letter in connection with the extension of a Commitment Termination Date.
“Class A-1 Final Interest Adjustment Amount” means, for any Interest Accrual Period, the result (whether a positive or negative number) of (a) the aggregate of the Class A-1 Daily Interest Amounts for each day in such Interest Accrual Period minus (b) the aggregate amount allocated pursuant to clauses (i) - (iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in respect of such Interest Accrual Period.  For purposes of the Base Indenture, the Class A-1 Final Interest Adjustment Amount for any Interest Accrual Period shall be deemed to be a “Class A‑1 Interest Adjustment Amount” for such Interest Accrual Period.
A-2
“Class A-1 Notes Accrued Quarterly Commitment Fee Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Commitment Fee Final Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (c) below) an amount equal to the sum of:
(a) the sum of (A) the product of (1) the Weekly Allocation Percentage and (2) the Class A-1 Estimated Quarterly Commitment Fee for such Interest Accrual Period and (B) the Class A-1 Accrued Quarterly Commitment Fee Shortfall for such Weekly Allocation Date, until such Class A-1 Estimated Quarterly Commitment Fee, net of any allocated but unpaid negative Commitment Fee Final Adjustment Amount with respect to a prior Interest Accrual Period, shall have been allocated in full;
(b) if such Weekly Allocation Date is on or prior to the second to last Weekly Allocation Date in such Quarterly Collection Period, the Commitment Fee Weekly Adjustment Amount, if positive, with respect to such Interest Accrual Period (without duplication of clause (a)); and
(c) if such Weekly Allocation Date is the last Weekly Allocation Date in the Interest Accrual Period ending in such Quarterly Collection Period, the Commitment Fee Final Adjustment Amount, if positive, with respect to such Interest Accrual Period.
For purposes of the Base Indenture, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount shall be deemed to be the “Class A-1 Notes Accrued Quarterly Commitment Fee Amount”.
“Class A-1 Order of Distribution” means the priorities of distribution set forth in in Section 4.02(a) and (b) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Class A-1 Weekly Interest Adjustment Amount” means, with respect to any Interest Accrual Period, as of any date of determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Class A-1 Daily Interest Amounts for each day in such Interest Accrual Period as of such date of determination, as determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated pursuant to clauses (i) - (iii) of the defined term “Senior Notes Accrued Quarterly Interest Amount (Class A-1)” in respect of such Interest Accrual Period.
“Class A-2 Accrued Quarterly Scheduled Principal Amount” means, for each Weekly Allocation Date during any Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the applicable Weekly Allocation Percentage and (2) the Quarterly Scheduled Principal Amount for the Quarterly Payment Date in the next succeeding Quarterly Collection Period and (ii) the Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount for such Weekly Allocation Date, until such Quarterly Scheduled Principal Amount shall have been allocated (or prefunded with respect to the first Quarterly Collection Period) in full.  For purposes of the Base Indenture, the Class A-2 Accrued Quarterly Scheduled Principal Amount shall be deemed to be a “Senior Notes Accrued Quarterly Scheduled Principal Amount”.
“Class A-2 Accrued Quarterly Scheduled Principal Shortfall Amount” means, (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the amount allocated to the Senior Notes Principal Payment Account with respect to Class A-2 Accrued Quarterly Scheduled Principal Amounts on the immediately preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Class A-2 Accrued Quarterly Scheduled Principal Amount for such immediately preceding Weekly Allocation Date.
A-3
“Class A-2 Quarterly Interest” means, with respect to any Interest Accrual Period, an amount equal to the sum of (i) the accrued interest at the Series 2022-1 Class A-2 Note Rate on the Series 2022-1 Class A-2 Outstanding Principal Amount (excluding, for the avoidance of doubt, Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount), calculated based on a 360-day year of twelve 30-day months and (ii) the amount of any Class A-2 Quarterly Interest Shortfall Amount  for the immediately preceding Interest Accrual Period together with additional interest thereon as set forth in Section 3.05(a).
“Commitments” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Commitment Fee Final Adjustment Amount” means, for any Interest Accrual Period, the result (whether a positive or negative number) of (a) the aggregate of the Daily Commitment Fees Amounts for each day in such Interest Accrual Period minus (b) the aggregate amount allocated pursuant to clauses (a) - (c) of the defined term “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in respect of such Interest Accrual Period.  For purposes of the Base Indenture, the Commitment Fee Final Adjustment Amount shall be deemed to be the “Class A-1 Commitment Fee Adjustment Amount”.
“Commitment Fee Weekly Adjustment Amount” means, with respect to any Interest Accrual Period, as of any date of determination prior to the ending of such Interest Accrual Period, the result (if positive) of (a) the expected aggregate of the Daily Commitment Fees Amounts for each day in such Interest Accrual Period as of such date of determination, as determined by the Manager in accordance with the Managing Standard minus (b) the aggregate amount allocated pursuant to clauses (a) - (c) of the defined term “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in respect of such Interest Accrual Period.
“Commitment Termination Date” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Committed Note Purchaser” has the meaning set forth in the preamble to the Series 2022-1 Class A-1 Note Purchase Agreement.
“Confirmation of Registration” means, with respect to an Uncertificated Note, a confirmation of registration, substantially in the form of Exhibit E attached hereto, provided to the owner thereof promptly after the registration of the Uncertificated Note in the Note Register by the Note Registrar.
“Conduit Investors” has the meaning set forth in the preamble to the Series 2022-1 Class A-1 Note Purchase Agreement.
“CP Advance” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“CP Rate” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Daily Commitment Fees Amount” means, for any day during any Interest Accrual Period, the Undrawn Commitment Fees that accrue for such day.
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“Daily Post-Renewal Date Contingent Interest Amount” means, for any day during any Interest Accrual Period commencing on or after the Series 2022-1 Class A-1 Notes Renewal Date, the sum of (a) the result of (i) the product of (x) the Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) the Series 2022-1 Class A-1 Outstanding Principal Amount (excluding any Base Rate Advances and Undrawn L/C Face Amounts included therein) as of the close of business on such day divided by (ii) 360 and (b) the result of (i) the product of (x) the Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest Rate and (y) any Base Rate Advances included in the Series 2022-1 Class A-1 Outstanding Principal Amount as of the close of business on such day divided by (ii) 365 or 366, as applicable.
“Decrease” means a Mandatory Decrease or a Voluntary Decrease, as applicable.
“Definitive Notes” has the meaning set forth in Section 4.02(c) of the Series 2022-1 Supplement.
“Depository” means the depository or the custodian specified herein to whom the Notes of a Class of a Series, upon original issuance, may be issued and delivered.
“DTC” means The Depository Trust Company and any successor thereto.
“Electronic Transmission” has the meaning set forth in Section 15.11(a) of the Series 2022-1 Supplement.
“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended.
“ERISA Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which are subject to Title I of ERISA, including entities such as collective investment funds and separate accounts whose underlying assets are deemed to include the assets of such plans.
“Estimated Class A-1 Daily Interest Amount” means (a) for the first Interest Accrual Period, the Class A-1 Daily Interest Amount as of the Series 2022-1 Closing Date and (b) for any other Interest Accrual Period, the Class A-1 Daily Interest Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced.
“Estimated Daily Commitment Fees Amount” means (a) for the first Interest Accrual Period, the Daily Commitment Fees Amount as of the Series 2022-1 Closing Date and (b) for any other Interest Accrual Period, the Daily Commitment Fees Amount for the first day of the Quarterly Collection Period during which such Interest Accrual Period commenced.
“Eurodollar Advance” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Eurodollar Rate” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Fitch” means Fitch, Inc., doing business as Fitch Ratings, or any successor or successors thereto.
“Funding Agent” has the meaning set forth in the preamble to the Series 2022-1 Class A‑1 Note Purchase Agreement.
“Increase” has the meaning set forth in Section 2.01(a) of the Series 2022-1 Supplement.
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“Initial Purchasers” means, collectively, Guggenheim Securities, LLC, BofA Securities, Inc. and Rabo Securities USA, Inc.
“Investor” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A‑1 Note Purchase Agreement.
“Investor Group Supplement” has the meaning set forth in Section 9.17(c) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“KBRA” means Kroll Bond Rating Agency, LLC (and any successor or successors thereto).
“L/C Commitment” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“L/C Issuing Bank” has the meaning set forth in Section 2.07(g) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“L/C Quarterly Fees” has the meaning set forth in Section 2.07(d) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“L/C Obligations” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“L/C Provider” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Letter of Credit” has the meaning set forth in Section 2.07(a) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Make-Whole End Date” has the meaning set forth in Section 3.06(e) of the Series 2022-1 Supplement.
“Mandatory Decrease” has the meaning set forth in the Series 2022-1 Class A-1 Note Purchase Agreement.
“Offering Memorandum” means the offering memorandum for the offering of the Series 2022-1 Class A-2 Notes, dated February 2, 2022, prepared by the Master Issuer.
“Outstanding” has the meaning set forth in the Base Indenture.
“Permanent Regulation S Global Notes” has the meaning set forth in Section 4.02(b) of the Series 2022-1 Supplement.
“Plan” means either an ERISA Plan or plans that are not subject to ERISA, but which are subject to Section 4975 of the Code, such as individual retirement accounts.
“Plan Fiduciary” has the meaning set forth in Section 4.05(l) of the Series 2022-1 Supplement.
“Prepayment Notice” has the meaning set forth in Section 3.06(g) of the Series 2022-1 Supplement.
“Prepayment Record Date” means, with respect to the date of any Series 2022-1 Prepayment, the last day of the calendar month immediately preceding the date of such Series 2022-1 Prepayment unless such last day is less than ten (10) Business Days prior to the date of such Series 2022-1 Prepayment, in which case the “Prepayment Record Date” will be the last day of the second calendar month immediately preceding the date of such Series 2022-1 Prepayment.
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“Quarterly Scheduled Principal Amount” means, with respect to any Quarterly Payment Date, (i) with respect to the Series 2022-1 Class A-2-I Notes, $2,750,000 and (ii) with respect to the Series 2022-1 Class A-2-II Notes, $2,750,000; provided that amounts paid to the Series 2022-1 Class A-2 Noteholders in respect of the Series 2022-1 Class A-2 Outstanding Principal Amount (x) in respect of amounts allocated pursuant to priority (i)(D) of the Priority of Payments shall reduce the respective Quarterly Scheduled Principal Amounts ratably and (y) as optional prepayments pursuant to Section 3.06(f) shall reduce all remaining Quarterly Scheduled Principal Amounts with respect to the applicable Tranche ratably.  Series 2022-1 Class A-2 Notes that are cancelled pursuant to Section 2.14 of the Base Indenture shall reduce the applicable Quarterly Scheduled Principal Amounts prior to the applicable Series 2022-1 Anticipated Repayment Date ratably based on the Outstanding Principal Amount of such Series 2022-1 Class A-2 Notes.  For purposes of the Base Indenture, Quarterly Scheduled Principal Amounts shall be deemed to be “Scheduled Principal Payments”.
“Quarterly Scheduled Principal Deficiency Amount” means, as of any date of determination, the amount, if any, of due and unpaid Quarterly Scheduled Principal Amount with respect to each Quarterly Payment Date prior to such date of determination.  For purposes of the Base Indenture, the Quarterly Scheduled Principal Deficiency Amount shall be deemed to be a “Senior Notes Quarterly Scheduled Principal Deficiency Amount”.
“QIB” means a “Qualified Institutional Buyer” as defined in Rule 144A.
“Rabobank” means Coöperatieve Rabobank U.A., New York Branch.
“Rating Agency” means S&P, KBRA and any respective successor or successors thereto.  Solely with respect to the Series 2022-1 Class A-2 Notes, in the event that at any time the rating agency rating the Series 2022-1 Class A-2 Notes does not include S&P and/or KBRA, references to rating categories of S&P and/or KBRA in this Series Supplement shall be deemed instead to be references to the equivalent categories of such other rating agency as then is rating the Notes as of the most recent S&P and/or KBRA date on which such other rating agency and S&P and/or KBRA published ratings for the type of security in respect of which such alternative rating agency is used.
“Regulation S” means Regulation S promulgated under the 1933 Act.
“Regulation S Global Notes” means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.
“Required Balance” means, with respect to any Weekly Collection Period, the product of (1) the percentage set forth in the table below for each Weekly Collection Period for the specific length of the Fiscal Quarter and (2) with respect to (a) the Senior Notes Interest Payment Account, the sum, for each Interest Accrual Period, of (x) the Class A-1 Quarterly Commitment Fee Amounts and (y) the Senior Notes Quarterly Interest Amount, (b) the Senior Subordinated Notes Interest Payment Account, the Senior Subordinated Notes Accrued Quarterly Interest Amount, (c) the Subordinated Notes Interest Payment Account, the Subordinated Notes Accrued Quarterly Interest Amount, (d) the Senior Notes Principal Payment Account, the Senior Notes Quarterly Scheduled Principal Amounts, (e) the Senior Subordinated Notes Principal Payment Account, the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amounts, (f) the Subordinated Notes Principal Payment Account, the Subordinated Notes Accrued Quarterly Scheduled Principal Amounts and (g) the Senior Notes Post-ARD Contingent Interest Account, the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount.
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Length of Fiscal Quarter
Week
12-week quarter
13-week quarter
16-week quarter
1
–
–
–
2
–
–
–
3
–
–
–
4
45%
45%
–
5
45%
45%
–
6
45%
45%
45%
7
80%
80%
45%
8
80%
80%
45%
9
100%
100%
45%
10
100%
100%
80%
11
100%
100%
80%
12
100%
100%
80%
13
N/A
100%
100%
14
N/A
N/A
100%
15
N/A
N/A
100%
16
N/A
N/A
100%

“Restricted Period” means, with respect to any Series 2022-1 Class A-2 Notes sold pursuant to Regulation S, the period commencing on the Series 2022-1 Closing Date and ending on the 40th day after the Series 2022-1 Closing Date.
“Rule 144A” means Rule 144A promulgated under the 1933 Act.
“Rule 144A Global Notes” has the meaning set forth in Section 4.02(a) of the Series 2022-1 Supplement.
“S&P” means S&P Global Ratings (and any successor or successors thereto).
“Senior Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Class A-1 Final Interest Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) of “Senior Notes Accrued Quarterly Interest Amount (Class A-1)”), an amount equal to the sum of Senior Notes Accrued Quarterly Interest Amount (Class A-1) and Senior Notes Accrued Quarterly Interest Amount (Class A-2) for such Weekly Allocation Date.  For purposes of the Base Indenture, the Senior Notes Accrued Quarterly Interest Amount shall be deemed to be a “Senior Notes Accrued Quarterly Interest Amount”.
“Senior Notes Accrued Quarterly Interest Amount (Class A-1)” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period (or to the extent necessary to cover any Class A-1 Final Interest Adjustment Amount with respect to the Interest Accrual Period ending in such Quarterly Collection Period, as provided for in clause (iii) below), an amount equal to the sum of:
(i) the sum of (A) the product of (1) the applicable Weekly Allocation Percentage and (2) the Class A-1 Estimated Quarterly Interest for such Interest Accrual Period and (B) the Senior Notes Accrued Quarterly Interest Shortfall (Class A-1) for such Weekly Allocation Date, until such Class A-1 Estimated Quarterly Interest, net of any allocated but unpaid negative Class A-1 Final Interest Adjustment Amount with respect to a prior Interest Accrual Period, shall have been allocated in full;
A-8
(ii) if such Weekly Allocation Date is on or prior to the second to last Weekly Allocation Date in such Quarterly Collection Period, the Class A-1 Weekly Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period (without duplication of clause (i)); and
(iii) if such Weekly Allocation Date is the last Weekly Allocation Date in the Interest Accrual Period ending in such Quarterly Collection Period, the Class A-1 Final Interest Adjustment Amount, if positive, with respect to such Interest Accrual Period.
“Senior Notes Accrued Quarterly Interest Amount (Class A-2)” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, an amount equal to the sum of: (i) the product of (1) the Weekly Allocation Percentage and (2) the expected Class A-2 Quarterly Interest for such Interest Accrual Period and (ii) the Senior Notes Accrued Quarterly Interest Shortfall (Class A-2) for such Weekly Allocation Date, until such expected Class A-2 Quarterly Interest shall have been allocated in full.
“Senior Notes Accrued Quarterly Interest Shortfall (Class A-1)” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to Senior Notes Accrued Quarterly Interest Amount (Class A-1) on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-1) for all such preceding Weekly Allocation Dates.
“Senior Notes Accrued Quarterly Interest Shortfall (Class A-2)” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Interest Payment Account with respect to the Senior Notes Accrued Quarterly Interest Amount (Class A-2) on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the aggregate Senior Notes Accrued Quarterly Interest Amount (Class A-2) for all such preceding Weekly Allocation Dates.
“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, an amount equal to the sum of (i) the product of (1) the applicable Weekly Allocation Percentage and (2) the aggregate of each interest amount designated hereunder as a “Senior Notes Quarterly Post-ARD Contingent Interest Amount” for purposes of the Base Indenture (collectively, the “Designated SNQPCIA”) due on the Quarterly Payment Date in the next succeeding Quarterly Collection Period and (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall for such Weekly Allocation Date, until such Designated SNQPCIA shall have been allocated in full.  For purposes of the Base Indenture, the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount shall be deemed to be a “Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount”.
“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Shortfall” means (a) for the first Weekly Allocation Date with respect to any Quarterly Collection Period, zero, and (b) for any other Weekly Allocation Date with respect to such Quarterly Collection Period the amount, if any, by which (i) the aggregate amount allocated to the Senior Notes Post-ARD Contingent Interest Account with respect to the Series 2022-1 Notes on each preceding Weekly Allocation Date with respect to such Quarterly Collection Period was less than (ii) the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for all such preceding Weekly Allocation Dates.
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“Series 2022-1 Anticipated Repayment Date” has the meaning set forth in Section 3.06(b) of the Series 2022-1 Supplement.  For purposes of the Base Indenture, the Series 2022-1 Anticipated Repayment Date shall be deemed to be a “Series Anticipated Repayment Date”.
“Series 2022-1 Class A-1 Administrative Expenses” means, for any Weekly Allocation Date, the aggregate amount of any Administrative Agent Fees and Class A-1 Amendment Expenses then due and payable and not previously paid and, if the following Quarterly Payment Date is a Series 2022-1 Class A-1 Notes Renewal Date, the amount of any Class A-1 Extension Fees due and payable on such Quarterly Payment Date.  For purposes of the Base Indenture, the Series 2022-1 Class A-1 Administrative Expenses shall be deemed to be “Class A-1 Notes Administrative Expenses”.
“Series 2022-1 Class A-1 Advance” has the meaning set forth in the recitals to the Series 2022-1 Class A-1 Note Purchase Agreement.
“Series 2022-1 Class A-1 Advance Notes” has the meaning set forth in “Designation” in the Series 2022-1 Supplement.
“Series 2022-1 Class A-1 Advance Request” has the meaning set forth under “Advance Request” in this Annex A.
“Series 2022-1 Class A-1 Breakage Amount” has the meaning set forth under the “Breakage Amount” in this Annex A.
“Series 2022-1 Class A-1 Commitments” has the meaning set forth under “Commitments” in this Annex A.
“Series 2022-1 Class A-1 Commitment Term” has the meaning set forth in under “Commitment Term” in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Series 2022-1 Class A-1 Distribution Account” means account no. 13145100 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Series 2022-1 – Series 2022-1 Distribution Account” maintained by the Trustee pursuant to Section 3.07(a) of the Series 2022-1 Supplement or any successor securities account maintained pursuant to Section 3.07(a) of the Series 2022-1 Supplement.
“Series 2022-1 Class A-1 Distribution Account Collateral” has the meaning set forth in Section 3.07(b) of the Series 2022-1 Supplement.
“Series 2022-1 Class A-1 Excess Principal Event” shall be deemed to have occurred if, on any date, the Series 2022-1 Class A-1 Outstanding Principal Amount exceeds the Series 2022-1 Class A-1 Notes Maximum Principal Amount.
“Series 2022-1 Class A-1 Initial Advance” has the meaning set forth in Section 2.01(a) of the Series 2022-1 Supplement.
“Series 2022-1 Class A-1 Initial Advance Principal Amount” means the aggregate initial outstanding principal amount of the Series 2022-1 Class A-1 Advance Notes corresponding to the aggregate amount of the Series 2022-1 Class A-1 Initial Advances made on the Series 2022-1 Closing Date pursuant to Section 2.01(a) of the Series 2022-1 Supplement, which is $0.
“Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount” means the aggregate initial outstanding principal amount of the Series 2022-1 Class A-1 L/C Note of the L/C Provider corresponding to the aggregate Undrawn L/C Face Amounts of the Letters of Credit issued on the Series 2022-1 Closing Date pursuant to Section 2.07 of the Series 2022-1 Class A-1 Note Purchase Agreement, which is $41,991,151.25.
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“Series 2022-1 Class A-1 Initial Swingline Principal Amount” means the aggregate initial outstanding principal amount of the Series 2022-1 Class A-1 Swingline Notes corresponding to the aggregate amount of the Swingline Loans made on the Series 2022-1 Closing Date pursuant to Section 2.06 of the Series 2022-1 Class A-1 Note Purchase Agreement, which is $0.
“Series 2022-1 Class A-1 Investor” has the meaning set forth under “Investor” in this Annex A.
“Series 2022-1 Class A-1 L/C Notes” has the meaning set forth in “Designation” in the Series 2022-1 Supplement.
“Series 2022-1 Class A-1 L/C Obligations” has the meaning set forth under “L/C Obligations” in this Annex A.
 “Series 2022-1 Class A-1 Legal Final Maturity Date” is the Quarterly Payment Date occurring in February 2052.
“Series 2022-1 Class A-1 Note Purchase Agreement” means the Class A-1 Note Purchase Agreement, dated as of February 11, 2022, by and among the Master Issuer, the Guarantors, the Manager, the Series 2022-1 Class A-1 Investors, the Series 2022-1 Class A-1 Noteholders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent thereunder, pursuant to which the Series 2022-1 Class A-1 Noteholders have agreed to purchase the Series 2022-1 Class A-1 Notes from the Master Issuer, subject to the terms and conditions set forth therein, as amended, supplemented or otherwise modified from time to time.  For purposes of the Base Indenture, the Series 2022-1 Class A-1 Note Purchase Agreement shall be deemed to be a “Variable Funding Note Purchase Agreement”.
“Series 2022-1 Class A-1 Note Rate” means, for any day, (a) with respect to any portion of the Series 2022-1 Class A-1 Outstanding Principal Amount as of such day, the CP Rate, the Eurodollar Rate or the Base Rate, as applicable thereto pursuant to the Series 2022-1 Class A-1 Note Purchase Agreement for such day, and (b) with respect to any other amounts that any Related Document provides is to bear interest by reference to the Series 2022-1 Class A-1 Note Rate, the Base Rate in effect for such day.
“Series 2022-1 Class A-1 Noteholder” means the Person in whose name a Series 2022-1 Class A-1 Note is registered in the Note Register.
“Series 2022-1 Class A-1 Notes” has the meaning set forth in “Designation” in the Series 2022-1 Supplement.
“Series 2022-1 Class A-1 Notes Amortization Event” means that the Outstanding Principal Amount of the Series 2022-1 Class A-1 Notes is not paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) on or prior to the Series 2022-1 Class A-1 Notes Renewal Date.  For purposes of the Base Indenture, a Series 2022-1 Class A-1 Notes Amortization Event shall be deemed to be a “Class A-1 Notes Amortization Event”.
“Series 2022-1 Class A-1 Notes Amortization Period” means the period commencing on the date on which a Series 2022-1 Class A-1 Notes Amortization Event occurs and ending on the date on which there are no Series 2022-1 Class A-1 Notes Outstanding.  For purposes of the Base Indenture, a Series 2022-1 Class A-1 Notes Amortization Period shall be deemed to be a “Class A-1 Notes Amortization Period”.
A-11
“Series 2022-1 Class A-1 Notes Maximum Principal Amount” means $150,000,000, as such amount may be reduced pursuant to Section 2.05 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Series 2022-1 Class A-1 Notes Renewal Date” means (i) the Quarterly Payment Date in February 2027, (ii) if the date in clause (i) is extended at such time to the Quarterly Payment Date in February 2028, the Quarterly Payment Date in February 2028, and (iii) if the date in clause (ii) is extended at such time to the Quarterly Payment Date in February 2029, the Quarterly Payment Date in February 2029, in each case pursuant to Section 3.06(b) of this Series Supplement.  For purposes of the Base Indenture, the Series 2022-1 Class A-1 Notes Renewal Date shall be deemed to be a “Class A-1 Notes Renewal Date”.
“Series 2022-1 Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2022-1 Class A-1 Initial Advance Principal Amount, if any, minus (b) the amount of principal payments (whether pursuant to a Decrease, a prepayment, a redemption or otherwise) made on the Series 2022-1 Class A-1 Advance Notes on or prior to such date plus (c) any Increases in the Series 2022-1 Class A-1 Outstanding Principal Amount pursuant to Section 2.01 of the Series 2022-1 Supplement resulting from Series 2022-1 Class A-1 Advances made on or prior to such date and after the Series 2022-1 Closing Date plus (d) any Series 2022-1 Class A-1 Outstanding Subfacility Amount on such date; provided that at no time may the Series 2022-1 Class A-1 Outstanding Principal Amount exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount.  For purposes of the Base Indenture, the Series 2022-1 Class A-1 Outstanding Principal Amount shall be deemed to be an “Outstanding Principal Amount”.
“Series 2022-1 Class A-1 Outstanding Subfacility Amount” means, when used with respect to any date, the aggregate principal amount of any Series 2022-1 Class A-1 Swingline Notes and Series 2022-1 Class A-1 L/C Notes outstanding on such date (after giving effect to Subfacility Increases or Subfacility Decreases therein to occur on such date pursuant to the terms of the Series 2022-1 Class A-1 Note Purchase Agreement or the Series 2022-1 Supplement).
“Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest Amount” means, for any Interest Accrual Period commencing on or after the Series 2022-1 Class A-1 Notes Renewal Date, an amount equal to the sum of the aggregate of the Daily Post-Renewal Date Contingent Interest Amounts for each day in such Interest Accrual Period.  For purposes of the Base Indenture, the Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest Amount shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.
“Series 2022-1 Class A-1 Post-Renewal Date Contingent Interest Rate” has the meaning set forth in Section 3.04(c) of the Series 2022-1 Supplement.
“Series 2022-1 Class A-1 Subfacility Noteholder” means the Person in whose name a Series 2022-1 Class A-1 Swingline Note or Series 2022-1 Class A-1 L/C Note is registered in the Note Register.
“Series 2022-1 Class A-1 Swingline Loan” has the meaning set forth under “Swingline Loan” in this Annex A.
“Series 2022-1 Class A-1 Swingline Notes” has the meaning set forth in “Designation” of the Series 2022-1 Supplement.
“Series 2022-1 Class A-1 VFN Fee Letter” means the Fee Letter, dated as of the Series 2022-1 Closing Date, by and among the Master Issuer, the Guarantors, the Manager, the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider, the Swingline Lender, and the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof.
A-12
“Series 2022-1 Class A-2 Distribution Account” means account no. 131452000 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Series 2022-1 – Series 2022-1 Distribution Account” maintained by the Trustee pursuant to Section 3.08(a) of the Series 2022-1 Supplement or any successor securities account maintained pursuant to Section 3.08(a) of the Series 2022-1 Supplement.
“Series 2022-1 Class A-2 Distribution Account Collateral” has the meaning set forth in Section 3.08(b) of the Series 2022-1 Supplement.
“Series 2022-1 Class A-2 Initial Principal Amount” means the aggregate initial outstanding principal amount of the Series 2022-1 Class A-2 Notes, which is $1,100,000,000.
“Series 2022-1 Class A-2 Legal Final Maturity Date” means the Quarterly Payment Date occurring in February 2052.
“Series 2022-1 Class A-2 Make-Whole Premium Calculation Date” has the meaning set forth in Section 3.06(g) of the Series 2022-1 Supplement.
“Series 2022-1 Class A-2 Make-Whole Prepayment Premium” means, with respect to a Series 2022-1 Class A-2 Prepayment, an amount (not less than zero) calculated by the Manager on behalf of the Master Issuer equal to (A) if such Series 2022-1 Class A-2 Prepayment occurs prior to the relevant Make-Whole End Date with respect to the applicable Tranche (i) the discounted present value as of the relevant Series 2022-1 Class A-2 Make-Whole Premium Calculation Date of all future installments of interest (excluding any interest required to be paid on the applicable Series 2022-1 Prepayment Date) on and principal of such Tranche (or portion thereof) being prepaid that the Master Issuer would otherwise be required to pay on such Tranche (or such portion thereof to be prepaid) from the applicable Series 2022-1 Prepayment Date to and including the Make-Whole End Date with respect to such Tranche, assuming that (x) principal payments of Quarterly Scheduled Principal Amounts are made pursuant to the then-applicable schedule of payments (giving effect to any ratable reductions in the Quarterly Scheduled Principal Amounts due to optional and mandatory prepayments, including prepayments in connection with a Rapid Amortization Event and cancellations of repurchased Notes prior to the date of such repayment), (y) Quarterly Scheduled Principal Amounts (or ratable amounts thereof based on the principal of such Tranche (or portion thereof) being prepaid) are to be made with respect to such Tranche (or portion thereof to be prepaid) on each Quarterly Payment Date prior to such Make-Whole End Date and (z) the entire remaining unpaid principal amount of such Tranche (or portion thereof) is paid on such Make-Whole End Date minus (ii) the Outstanding Principal Amount of such Tranche (or portion thereof) being prepaid or (B) if such Series 2022-1 Class A-2 Prepayment occurs on or after the Make-Whole End Date with respect to the applicable Tranche, zero.  For the purposes of the calculation of the discounted present value in clause (A)(i) above, such present value shall be determined by the Manager, on behalf of the Master Issuer, using a discount rate equal to the sum of:  (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the Series 2022-1 Class A-2 Make-Whole Premium Calculation Date, of the United States Treasury Security having a maturity closest to the relevant Make-Whole End Date plus (y) 0.50%.  For purposes of the Base Indenture, Series 2022-1 Class A-2 Make-Whole Prepayment Premium shall be deemed to be “unpaid premiums and make-whole prepayment premiums” for purposes of the Priority of Payments.
“Series 2022-1 Class A-2 Note Purchase Agreement” means the Purchase Agreement, dated as of February 2, 2022, by and among Guggenheim Securities, LLC, on behalf of itself and as representative of the Initial Purchasers, the Master Issuer, the Guarantors and the Manager, as amended, supplemented or otherwise modified from time to time.
A-13
“Series 2022-1 Class A-2 Note Rate” means (i) with respect to the Series 2022-1 Class A-2-I Notes, the Series 2022-1 Class A-2-I Note Rate and (ii) with respect to the Series 2022-1 Class A-2-II Notes, the Series 2022-1 Class A-2-II Note Rate.
“Series 2022-1 Class A-2 Noteholder” means the Person in whose name a Series 2022-1 Class A-2 Note is registered in the Note Register.
“Series 2022-1 Class A-2-I Note Rate” means 3.445% per annum.
“Series 2022-1 Class A-2-II Note Rate” means 4.136% per annum.
“Series 2022-1 Class A-2 Notes” has the meaning set forth in “Designation” of the Series 2022-1 Supplement.
“Series 2022-1 Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Series 2022-1 Class A-2 Initial Principal Amount, minus (b) the aggregate amount of principal payments (whether a Quarterly Scheduled Principal Amount, a prepayment, a purchase and cancellation, a redemption or otherwise) made to Series 2022-1 Class A-2 Noteholders with respect to Series 2022-1 Class A-2 Notes on or prior to such date.  For purposes of the Base Indenture, the Series 2022-1 Class A-2 Outstanding Principal Amount shall be deemed to be an “Outstanding Principal Amount”.
“Series 2022-1 Class A-2 Prepayment” has the meaning set forth in Section 3.06(e) of the Series 2022-1 Supplement.
“Series 2022-1 Class A-2 Prepayment Date” means the date on which any prepayment on the Series 2022-1 Class A-2 Notes is made pursuant to Section 3.06(d), Section 3.06(f) or Section 3.06(j) of this Series Supplement, which shall be, with respect to any Series 2022-1 Class A-2 Prepayment pursuant to Section 3.6(f) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2022-1 Class A-2 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.
 “Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest” has the meaning set forth in Section 3.05(b)(i).  For purposes of the Base Indenture, the Series 2022-1 Class A-2 Quarterly Post-ARD Contingent Interest shall be deemed to be a “Senior Notes Quarterly Post-ARD Contingent Interest Amount”.
“Series 2022-1 Closing Date” means February 11, 2022.  For purposes of the Base Indenture, the Series 2022-1 Closing Date shall be deemed the “Series Closing Date” with respect to the Series 2022-1 Notes.
“Series 2022-1 Distribution Accounts” means, collectively, the Series 2022-1 Class A-1 Distribution Account and the Series 2022-1 Class A-2 Distribution Account.  For purposes of the Base Indenture, the Series 2022-1 Distribution Accounts shall be deemed to be “Series Distribution Accounts”.
“Series 2022-1 Extension Elections” means, collectively, the Series 2022-1 First Extension Election and the Series 2022-1 Second Extension Election.
A-14
“Series 2022-1 Final Payment” means the payment of all accrued and unpaid interest on and principal of all Outstanding Series 2022-1 Notes, the expiration or cash collateralization in accordance with the terms of the Series 2022-1 Class A-1 Note Purchase Agreement of all Undrawn L/C Face Amounts (after giving effect to the provisions of Section 4.04 of the Series 2022-1 Class A-1 Note Purchase Agreement), the payment of all fees and expenses and other amounts then due and payable under the Series 2022-1 Class A-1 Note Purchase Agreement and the termination in full of all Series 2022-1 Class A-1 Commitments.
“Series 2022-1 Final Payment Date” means the date on which the Series 2022-1 Final Payment is made.
“Series 2022-1 First Extension Election” has the meaning set forth in Section 3.06(b)(i) of the Series 2022-1 Supplement.
“Series 2022-1 Global Notes” means, collectively, the Regulation S Global Notes and the Rule 144A Global Notes.
“Series 2022-1 Ineligible Account” has the meaning set forth in Section 3.11 of the Series 2022-1 Supplement.
“Series 2022-1 Legal Final Maturity Date” means, (i) with respect to the Series 2022-1 Class A-1 Notes, the Series 2022-1 Class A-1 Legal Final Maturity Date and (ii) with respect to the Series 2022-1 Class A-2 Notes, the Series 2022-1 Class A-2 Legal Final Maturity Date.  For purposes of the Base Indenture, the Series 2022-1 Legal Final Maturity Date shall be deemed to be a “Series Legal Final Maturity Date”.
“Series 2022-1 Non-Amortization Test” means a test that will be satisfied on any Quarterly Payment Date only if both (i) the Holdco Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (ii) no Rapid Amortization Event has occurred and is continuing.  For purposes of the Base Indenture, the Series 2022-1 Non-Amortization Test shall be deemed to be a “Series Non-Amortization Test”.
“Series 2022-1 Note Owner” means, with respect to a Series 2022-1 Note that is a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).
“Series 2022-1 Noteholders” means, collectively, the Series 2022-1 Class A-1 Noteholders and the Series 2022-1 Class A-2 Noteholders.
“Series 2022-1 Notes” has the meaning set forth in “Designation” in the Series 2022-1 Supplement.
“Series 2022-1 Outstanding Principal Amount” means, with respect to any date, the sum of the Series 2022-1 Class A-1 Outstanding Principal Amount, plus the Series 2022-1 Class A-2 Outstanding Principal Amount.
“Series 2022-1 Prepayment” means a Series 2022-1 Class A-2 Prepayment, a prepayment in respect of the Series 2022-1 Class A-1 Notes or any other prepayment in respect of the Series 2022-1 Notes pursuant to Section 3.06(e), (f) and (k).
A-15
“Series 2022-1 Prepayment Amount” means the aggregate principal amount of the applicable Class(es) or Tranche(s) of Notes to be prepaid on any Series 2022-1 Prepayment Date, together with all accrued and unpaid interest thereon to such date.
“Series 2022-1 Prepayment Date” means the date on which any prepayment on the Series 2022-1 Class A-1 Notes or the Series 2022-1 Class A-2 Notes is made pursuant to Section 3.06(d)(i), Section 3.06(d)(ii), Section 3.06(f) or Section 3.06(j) of this Series Supplement, which shall be, with respect to any Series 2022-1 Prepayment pursuant to Section 3.06(f) of this Series Supplement, the date specified as such in the applicable Prepayment Notice and, with respect to any Series 2022-1 Prepayment in connection with a Rapid Amortization Period or Asset Disposition Proceeds, the immediately succeeding Quarterly Payment Date.
“Series 2022-1 Second Extension Election” has the meaning set forth in Section 3.06(b)(ii) of the Series 2022-1 Supplement.
“Series 2022-1 Securities Intermediary” has the meaning set forth in Section 3.09(a) of the Series 2022-1 Supplement.
“Series 2022-1 Senior Notes” means, collectively, the Series 2022-1 Class A-1 Notes and the Series 2022-1 Class A-2 Notes.
“Series 2022-1 Senior Notes Quarterly Interest Amount” means, with respect to each Quarterly Payment Date, the aggregate amount of Senior Notes Accrued Quarterly Interest Amounts with respect to the related Quarterly Collection Period (assuming that each of the Senior Notes Accrued Quarterly Interest Shortfall (Class A-1), the Class A-1 Weekly Interest Adjustment Amount and the Senior Notes Accrued Quarterly Interest Shortfall (Class A-2) for each applicable Weekly Allocation Date were equal to zero) net of any allocated but unpaid negative Class A-1 Final Interest Adjustment Amount with respect to the related Interest Accrual Period.  While not otherwise used herein, for purposes of the Base Indenture, the Series 2022-1 Senior Notes Quarterly Interest Amount shall be deemed to be a “Senior Notes Quarterly Interest Amount”.
“Series 2022-1 Supplement” means the Series 2022-1 Supplement, dated as of the Series 2022-1 Closing Date by and among the Master Issuer, the Trustee and the Series 2022-1 Securities Intermediary, as amended, supplemented or otherwise modified from time to time.
“Series 2022-1 Supplemental Definitions List” has the meaning set forth in Article I of the Series 2022-1 Supplement.
“STAMP” has the meaning set forth in Section 4.03(a) of the Series 2022-1 Supplement.
“Subfacility Decrease” has the meaning set forth in Section 2.02(d) of the Series 2022-1 Supplement.
“Subfacility Increase” has the meaning set forth in Section 2.01(b) of the Series 2022-1 Supplement.
“Swingline Commitment” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Swingline Lender” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
A-16
“Swingline Loans” has the meaning set forth in Section 2.06(a) of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Temporary Regulation S Global Notes” has the meaning set forth in Section 4.02(b) of the Series 2022-1 Supplement.
“Tranche” means (i) the Series 2022-1 Class A-2-I Notes and (ii) the Series 2022-1 Class A-2-II Notes, each of which is hereby designated as a “Tranche” of the Series 2022-1 Class A-2 Notes for purposes of the Base Indenture.
“Undrawn Commitment Fees” has the meaning set forth in Section 3.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Undrawn L/C Face Amounts” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“Unreimbursed L/C Drawings” has the meaning set forth in Section 1.02 of the Series 2022-1 Class A-1 Note Purchase Agreement.
“U.S. Person” has the meaning set forth in Section 4.02 of the Series 2022-1 Supplement.
 “Voluntary Decrease” has the meaning set forth in Section 2.02(b) of the Series 2022-1 Supplement.
 “Weekly Allocation Percentage” means with respect to any Weekly Collection Period, the percentages designated by the Master Issuer in the relevant Weekly Manager’s Certificate for such Weekly Collection Period within a Quarterly Fiscal Period, each such percentage to be not less than the percentage required to cause the Required Balance to be on deposit in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Principal Payment Account or the Senior Notes Post-ARD Contingent Interest Account, as applicable, for such Weekly Collection Period.
 
A-17
Exhibit 4.2

EXECUTION VERSION

 

JACK IN THE BOX FUNDING, LLC
as a Master Issuer
 
and
 
CITIBANK, N.A.,
as Trustee and Securities Intermediary
 

 

FIRST SUPPLEMENT
Dated as of February 11, 2022
to the
BASE INDENTURE
Dated as of July 8, 2019
 
 

Asset Backed Notes
(Issuable in Series)
 

FIRST SUPPLEMENT TO BASE INDENTURE
 
FIRST SUPPLEMENT, dated as of February 11, 2022 (this “First Supplement”), to the Base Indenture, dated as of July 8, 2019, is by and among JACK IN THE BOX FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”).
 
PRELIMINARY STATEMENT
 
WHEREAS, the Master Issuer and the Trustee entered into the Base Indenture, dated as of July 8, 2019 (the “Base Indenture”);
 
WHEREAS, Section 13.02(a) of the Base Indenture provides, among other things, that the Master Issuer and the Trustee, with the written consent of the Control Party (at the direction of the Controlling Class Representative), may at any time, and from time to time, make amendments, waivers and other modifications to the Base Indenture;
 
WHEREAS, the Master Issuer has duly authorized the execution and delivery of this First Supplement;
 
WHEREAS, the Control Party is willing to provide its written consent (in accordance with the terms and conditions of the Base Indenture) to the execution of this First Supplement and;

WHEREAS, the Master Issuer wishes to amend the Base Indenture as set forth herein effective as of the date hereof.
 
NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein contained, the parties hereto agree as follows:
 
ARTICLE I
DEFINITIONS
 
Unless otherwise defined herein, all capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto (the “Base Indenture Definitions List”).
 
ARTICLE II
AMENDMENTS
 
Section 2.1.          The Base Indenture is being amended by (i) deleting the stricken text (indicated in the same manner as the following example: stricken text) and adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth on the pages of the draft Indenture attached hereto as Exhibit A.
 
ARTICLE III
GENERAL
 
Section 3.1.          Conditions to Effectiveness. The provisions of this First Supplement shall be effective upon execution and delivery of this instrument by the parties hereto, with the consent of the Control Party, the delivery of the Opinion of Counsel described in Section 13.03 of the Base Indenture and the delivery of the Officer’s Certificate and Opinion of Counsel described in Section 14.03 of the Base Indenture.
 
Section 3.2.          Effect on Base Indenture. Subject to the satisfaction of the conditions precedent set forth in Section 3.1 hereto, upon the date hereof (i) the Base Indenture shall be amended in accordance herewith, (ii) this First Supplement shall form part of the Base Indenture for all purposes and (iii) the parties and each Noteholder shall be bound by the Base Indenture, as so amended. Except as expressly set forth or contemplated in this First Supplement, the terms and conditions of the Base Indenture shall remain in place and shall not be altered, amended or changed in any manner whatsoever, except by any further amendment to the Base Indenture made in accordance with the terms of the Base Indenture, as amended by this First Supplement.
 
Section 3.3.          Binding Effect. This First Supplement shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto, each Noteholder and each other Secured Party.
 
Section 3.4.          Counterparts. This First Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
 
Section 3.5.          Governing Law. THIS FIRST SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
Section 3.6.          Electronic Signatures and Transmission. For purposes of this Supplement, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in the Indenture that a document is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission. Notwithstanding anything to the contrary in this Supplement, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.
 
Section 3.7.          Amendments. This First Supplement may not be modified or amended except in accordance with the terms of the Base Indenture.
 
Section 3.8.          Trustee and Securities Intermediary. The Trustee and the Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Master Issuer and neither the Trustee nor the Securities Intermediary shall be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this First Supplement and makes no representation with respect thereto.  In entering into this First Supplement, the Trustee and the Securities Intermediary shall be entitled to the benefit of every provision of the Base Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee or the Securities Intermediary.
 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
 
The Master Issuer represents and warrants to the Trustee and the Control Party that this First Supplement has been duly and validly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms.
 
[Remainder of Page Intentionally Left Blank]
 
IN WITNESS WHEREOF, the Master Issuer and the Trustee have caused this First Supplement to be executed and delivered by its respective duly authorized officer as of the day and year first written above.
 
 
 JACK IN THE BOX FUNDING,
 
 LLC, as Master Issuer 
 
 
  
 
 By: /s/Michael J. Snider                  
    Name: Michael J. Snider
Title:   Assistant Secretary



 
CITIBANK, N.A.,
not in its individual capacity but solely as Trustee and Securities Intermediary
 
By:   /s/Jacqueline Suarez          
Name: Jacqueline Suarez
Title: Senior Trust Officer

CONSENT OF CONTROL PARTY AND
CONTROLLING CLASS REPRESENTATIVE:
 
In accordance with Section 2.4 of the Servicing Agreement,
Midland Loan Services, a division of PNC Bank, National
Association, as Control Party and in its capacity as Control Party to
exercise the rights of the Controlling Class Representative
(pursuant to Section 11.01(a) of the Base
Indenture), hereby consents to the execution and delivery by the
Master Issuer and the Trustee of this First Supplement to the
Base Indenture.
 
MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION




By:  /s/David A. Eckels
          Name: David A. Eckels
          Title: Senior Vice President
 
EXHIBIT A

FORM OF AMENDED BASE INDENTURE



CONFORMED VERSION
THROUGH FIRST SUPPLEMENT, DATED FEBRUARY 11, 2022
 

 
 
Dated as of July 8, 2019
 
Base Indenture
 

 
between
 
Jack in the Box Funding, LLC,
as Master Issuer,
 
and
 
Citibank, N.A.,
as Trustee and Securities Intermediary
 

 

 
TABLE OF CONTENTS

  Page
   
Article I DEFINITIONS AND INCORPORATION BY REFERENCE
 1
Section 1.01
Definitions
1
Section 1.02
Cross-References
1
Section 1.03
Accounting Terms; Accounting and Financial Determinations; No Duplication
1
Section 1.04
Rules of Construction
2
     
Article II THE NOTES
 3
Section 2.01
Designation and Terms of Notes
3
Section 2.02
Notes Issuable in Series
4
Section 2.03
Series Supplement for Each Series
8
Section 2.04
Execution and Authentication
910
Section 2.05
Registrar and Paying Agent
1011
Section 2.06
Paying Agent to Hold Money in Trust
11
Section 2.07
Noteholder List
12
Section 2.08
Transfer and Exchange
1213
Section 2.09
Persons Deemed Owners
1314
Section 2.10
Replacement Notes
1314
Section 2.11
Treasury Notes
1415
Section 2.12
Book-Entry Notes
1415
Section 2.13
Definitive Notes
1516
Section 2.14
Cancellation
1617
Section 2.15
Principal and Interest
17
Section 2.16
Tax Treatment
1718
Section 2.17
Tax Withholding
1718
     
Article III SECURITY
 18
Section 3.01
Grant of Security Interest
18
Section 3.02
Certain Rights and Obligations of the Master Issuer Unaffected
20
Section 3.03
Performance of Collateral Transaction Documents
21
Section 3.04
Stamp, Other Similar Taxes and Filing Fees
2122
Section 3.05
Authorization to File Financing Statements
2122
     
Article IV REPORTS
 22
Section 4.01
Reports and Instructions to Trustee
22
Section 4.02
Rule 144A Information
24
Section 4.03
Reports, Financial Statements and Other Information to Noteholders
24
Section 4.04
Manager
25
Section 4.05
No Constructive Notice
2526


Article V ALLOCATION AND APPLICATION OF COLLECTIONS
2526
Section 5.01
Administration of Accounts and Additional Accounts
2526
Section 5.02
Management Accounts and Additional Accounts
26
Section 5.03
Senior Notes Interest Reserve Account
2728
Section 5.04
Senior Subordinated Notes Interest Reserve Account
2829
Section 5.05
Cash Trap Reserve Account
2829
Section 5.06
Collection Account
2930
Section 5.07
Collection Account Administrative Accounts
2930
Section 5.08
Hedge Payment Account
3132
Section 5.09
Trustee as Securities Intermediary
32
Section 5.10
Establishment of Series Accounts; Legacy Accounts
3334
Section 5.11
Deposits, Withdrawals and Collections
3334
Section 5.12
Application of Weekly Collections on Weekly Allocation Dates
3941
Section 5.13
Quarterly Payment Date Applications
4445
Section 5.14
Determination of Quarterly Interest
5657
Section 5.15
Determination of Quarterly Principal
5657
Section 5.16
Prepayment of Principal
5658
Section 5.17
Retained Collections Contributions
5658
Section 5.18
Interest Reserve Letters of Credit
5758
Section 5.19
Replacement of Ineligible Accounts
5860
Section 5.20
Instructions and Directions
5860
     
Article VI DISTRIBUTIONS
5960
Section 6.01
Distributions in General
5960
     
Article VII REPRESENTATIONS AND WARRANTIES
5961
Section 7.01
Existence and Power
6061
Section 7.02
Company and Governmental Authorization
6061
Section 7.03
No Consent
6062
Section 7.04
Binding Effect
6062
Section 7.05
Litigation
6062
Section 7.06
ERISA
6162
Section 7.07
Tax Filings and Expenses
6163
Section 7.08
Disclosure
6163
Section 7.09
1940 Act
6263
Section 7.10
Regulations T, U and X
6263
Section 7.11
Solvency
6263
Section 7.12
Ownership of Equity Interests; Subsidiaries
6264
Section 7.13
Security Interests
6264
Section 7.14
Related Documents
6365
Section 7.15
Non-Existence of Other Agreements
6365
Section 7.16
Compliance with Contractual Obligations and Laws
6465
Section 7.17
Other Representations
6466
Section 7.18
No Employees
6466
Section 7.19
Insurance
6466
Section 7.20
Environmental Matters
6466
Section 7.21
Intellectual Property
6567


Article VIII COVENANTS
6668
Section 8.01
Payment of Notes
6668
Section 8.02
Maintenance of Office or Agency
6668
Section 8.03
Payment and Performance of Obligations
6768
Section 8.04
Maintenance of Existence
6769
Section 8.05
Compliance with Laws
6769
Section 8.06
Inspection of Property; Books and Records
6769
Section 8.07
Actions under the Collateral Transaction Documents and Related Documents
6870
Section 8.08
Notice of Defaults and Other Events
6971
Section 8.09
Notice of Material Proceedings
6971
Section 8.10
Further Requests
6971
Section 8.11
Further Assurances
6971
Section 8.12
Liens
7173
Section 8.13
Other Indebtedness
7173
Section 8.14
Bankruptcy Proceedings
7173
Section 8.15
Mergers
7173
Section 8.16
Asset Dispositions
7274
Section 8.17
Acquisition of Assets
7476
Section 8.18
Dividends, Officers’ Compensation, etc
7476
Section 8.19
Legal Name, Location Under Section 9-301 or 9-307
7476
Section 8.20
Charter Documents
7577
Section 8.21
Investments
7577
Section 8.22
No Other Agreements
7577
Section 8.23
Other Business
7577
Section 8.24
Maintenance of Separate Existence
7678
Section 8.25
Covenants Regarding the Securitization IP
7779
Section 8.26
1940 Act
7880
Section 8.27
Real Property
7880
Section 8.28
No Employees
7981
Section 8.29
Insurance
7981
Section 8.30
Litigation
7981
Section 8.31
Environmental
7981
Section 8.32
Enhancements
7981
Section 8.33
Series Hedge Agreements; Derivatives Generally
7981
Section 8.34
Additional Securitization Entity
8082
Section 8.35
Subordinated Notes Repayments
8183
Section 8.36
Tax Lien Reserve Amount
8183
Section 8.37
Mortgages
8183
Section 8.38
Required Balance
8284
Section 8.39
Modification of Contributed Assets
8284


Article IX REMEDIES
8284
Section 9.01
Rapid Amortization Events
8284
Section 9.02
Events of Default
8385
Section 9.03
Rights of the Control Party and the Trustee upon Event of Default
8688
Section 9.04
Waiver of Appraisal, Valuation, Stay and Right to Marshaling
8991
Section 9.05
Limited Recourse
9092
Section 9.06
Optional Preservation of the Securitized Assets
9092
Section 9.07
Waiver of Past Events
9092
Section 9.08
Control by the Control Party
9092
Section 9.09
Limitation on Suits
9193
Section 9.10
Unconditional Rights of Holders to Receive Payment
9193
Section 9.11
The Trustee May File Proofs of Claim
9193
Section 9.12
Undertaking for Costs
9294
Section 9.13
Restoration of Rights and Remedies
9294
Section 9.14
Rights and Remedies Cumulative
9294
Section 9.15
Delay or Omission Not Waiver
9294
Section 9.16
Waiver of Stay or Extension Laws
9395
     
Article X THE TRUSTEE
9395
Section 10.01
Duties of the Trustee
9395
Section 10.02
Rights of the Trustee
9698
Section 10.03
Individual Rights of the Trustee
99101
Section 10.04
Notice of Events of Default and Defaults
99101
Section 10.05
Compensation and Indemnity
99101
Section 10.06
Replacement of the Trustee
100102
Section 10.07
Successor Trustee by Merger, etc
101103
Section 10.08
Eligibility Disqualification
101103
Section 10.09
Appointment of Co-Trustee or Separate Trustee
101104
Section 10.10
Representations and Warranties of Trustee
102105
     
Article XI CONTROLLING CLASS REPRESENTATIVE AND CONTROL PARTY
103105
Section 11.01
Controlling Class Representative
103105
Section 11.02
Resignation or Removal of the Controlling Class Representative
105107
Section 11.03
Expenses and Liabilities of the Controlling Class Representative
106108
Section 11.04
Control Party
106109
Section 11.05
Note Owner List
107110
     
Article XII DISCHARGE OF INDENTURE
108110
Section 12.01
Termination of the Master Issuer’s and Guarantors’ Obligations
108110
Section 12.02
Application of Trust Money
111114
Section 12.03
Repayment to the Master Issuer
111114
Section 12.04
Reinstatement
111114


Article XIII AMENDMENTS
112114
Section 13.01
Without Consent of the Control Party, the Controlling Class Representative or the Noteholders
112114
Section 13.02
With Consent of the Controlling Class Representative or the Noteholders
114117
Section 13.03
Supplements
116118
Section 13.04
Revocation and Effect of Consents
116119
Section 13.05
Notation on or Exchange of Notes
116119
Section 13.06
The Trustee to Sign Amendments, etc
116119
Section 13.07
Amendments and Fees
116119
Section 13.08
Amendments to Certain Related Documents
117119
     
Article XIV MISCELLANEOUS
121125
Section 14.01
Notices
121125
Section 14.02
Communication by Holders With Other Holders
124127
Section 14.03
Officer’s Certificate as to Conditions Precedent
124127
Section 14.04
Statements Required in Certificate
124128
Section 14.05
Rules by the Trustee
125128
Section 14.06
Benefits of Indenture
125128
Section 14.07
Payment on Business Day
125128
Section 14.08
Governing Law
125128
Section 14.09
Successors
125128
Section 14.10
Severability
125128
Section 14.11
Counterpart Originals
125128
Section 14.12
Table of Contents, Headings, etc
125129
Section 14.13
No Bankruptcy Petition Against the Securitization Entities
125129
Section 14.14
Recording of Indenture
126129
Section 14.15
Waiver of Jury Trial
126129
Section 14.16
Submission to Jurisdiction; Waivers
126129
Section 14.17
Permitted Asset Dispositions; Release of Collateral
126130
Section 14.18
Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio
127130
Section 14.19
Instructions and Directions on Behalf of the Master Issuer
128131
Section 14.20
Electronic Signatures and Transmission
131

ANNEXES
    
Annex A
--
Base Indenture Definitions List
     
EXHIBITS
    
Exhibit A
--
Weekly Manager’s Certificate
Exhibit B-1
--
Form of Notice of Grant of Security Interest in Trademarks
Exhibit B-2
--
Form of Notice of Grant of Security Interest in Patents
Exhibit B-3
--
Form of Grant of Security Interest in Copyrights
Exhibit C-1
--
Form of Supplemental Notice of Grant of Security Interest in Trademarks
Exhibit C-2
--
Form of Supplemental Notice of Grant of Security Interest in Patents
Exhibit C-3
--
Form of Supplemental Grant of Security Interest in Copyrights
 

Exhibit D
--
Form of Investor Request Certification
Exhibit E
--
Form of CCR Election Notice
Exhibit F
--
Nomination for Controlling Class Representative
Exhibit G
--
Ballot for Controlling Class Representative
Exhibit H
--
Form of CCR Acceptance Letter
Exhibit I
--
Form of Note Owner Certificate
Exhibit J
--
Form of Mortgage
Exhibit K
--
Form of Ad Hoc CCR Ballot
     
SCHEDULES
    
Schedule 7.13(a)
--
Non-Perfected Liens
Schedule 7.19
--
Insurance

BASE INDENTURE, dated as of July 8, 2019, by and among JACK IN THE BOX FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as securities intermediary (in such capacity, the “Securities Intermediary”).
 
W I T N E S S E T H:
 
WHEREAS, the Master Issuer has duly authorized the execution and delivery of this Base Indenture to provide for the issuance from time to time of one or more Series of asset backed notes (the “Notes”), as provided in this Base Indenture and any Series Supplement; and
 
WHEREAS, all things necessary to make this Base Indenture a legal, valid and binding agreement of the Master Issuer, in accordance with its terms, have been done, and the Master Issuer proposes to do all the things necessary to make the Notes, when executed by the Master Issuer and authenticated and delivered by the Trustee (or registered in the case of Uncertificated Notes) hereunder and duly issued by the Master Issuer, the legal, valid and binding obligations of the Master Issuer as hereinafter provided;
 
NOW, THEREFORE, for and in consideration of the premises and the receipt of the Notes by the Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Noteholders (in accordance with the priorities set forth herein and in any Series Supplement), as follows:
 
Article I


DEFINITIONS AND INCORPORATION BY REFERENCE
 
Definitions.  (a)  Capitalized terms used herein and not otherwise defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in thethis Base Indenture Definitions List attached hereto as Annex A (the “Base Indenture Definitions List”), as such Base Indenture Definitions List may be amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof.
 
(b)          Any terms used in the Indenture (including without limitation, for purposes of Article III) that are defined in the UCC shall be construed and defined as set forth in the UCC, unless otherwise defined in the Indenture.
 
Cross-References.  Unless otherwise specified, references in the Indenture and in each other Related Document to any Article or Section are references to such Article or Section of the Indenture or such other Related Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.
 
Accounting Terms; Accounting and Financial Determinations; No Duplication.  (a)  All accounting terms not specifically or completely defined in the Indenture or the Related Documents shall be construed in conformity with GAAP.
 
(b)          Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of the Indenture or any other Related Document, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in the Indenture or such other Related Document, in accordance with GAAP.  When used herein, the term “financial statement” shall include the notes and schedules thereto.  All accounting determinations and computations hereunder or under any other Related Documents shall be made without duplication.
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Rules of Construction.  In the Indenture and the other Related Documents, unless the context otherwise requires:
 
(a)          the singular includes the plural and vice versa;
 
(b)          reference to any Person means, as applicable, such Person or such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Indenture and the other applicable Related Documents, as the case may be, and reference to any Person in a particular capacity only refers to such Person in such capacity;
 
(c)          reference to any gender includes the other gender;
 
(d)          reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;
 
(e)          “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;
 
(f)          the word “or” is always used inclusively herein (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in an “either... or” construction;
 
(g)          reference to any Related Document or other contract or agreement means such Related Document, contract or agreement as amended and restated, amended, supplemented or otherwise modified from time to time, but if applicable, only if such amendment, supplement or modification is permitted by the Indenture and the other applicable Related Documents;
 
(h)          with respect to the determination of any period of time, except as otherwise specified, “from” means “from and including” and “to” means “to but excluding”;
 
(i)          the use of Subclass designations, Tranche designations or other designations to differentiate Note characteristics within a Class will not alter priority of the requirement to pay among the Class pro rata unless expressly provided for in the Series Supplement for a Subclass or Tranche of such Class;
 
(j)          if (i) any funds deposited to an Account are to be paid or allocated, or any action described in a Weekly Manager’s Certificate is to be taken, on  (or prior to) the “following Weekly Allocation Date,” on the “Weekly Allocation Date immediately following” or on the “immediately following Weekly Allocation Date,” such payment, allocation or action shall occur on (or prior to, if applicable) the Weekly Allocation Date related to the Weekly Collection Period in which such deposit occurs or to the Weekly Allocation Date to which the Weekly Manager’s Certificate relates, as applicable, and (ii) an action or event is to occur with respect to a Four-Week Fiscal Period immediately preceding a Weekly Allocation Date, such action or event shall occur with respect to the most recent Four-Week Fiscal Period ending prior to such Weekly Allocation Date;
2
(k)          if any payment is due, or any action described in the Quarterly Noteholders’ Report is to be taken, on (or prior to) the “related Quarterly Payment Date,” on the “following Quarterly Payment Date,” on the “immediately succeeding Quarterly Payment Date,” on the “next succeeding Quarterly Payment Date” or on the “immediately following Quarterly Payment Date,” such payment shall be due, or such action shall occur, as applicable, either (i) on (or prior to, if applicable) the Quarterly Payment Date related to the Quarterly Collection Period in which such payment accrues or to the Quarterly Payment Date to which such Quarterly Noteholders’ Report relates or (ii) on the Quarterly Payment Date related to the applicable Quarterly Calculation Date on which such payment is calculated; and
 
(l)          references to (i) the “preceding Weekly Collection Period” mean the most recent Weekly Collection Period ending prior to the indicated date, (ii) the “immediately preceding Quarterly Collection Period” mean the most recent Quarterly Collection Period ending prior to the indicated date and (iii) the “immediately preceding Quarterly Calculation Date” mean the most recent Quarterly Calculation Date.; and
 
(m)          so long as Midland Loan Services, a division of PNC Bank, National Association, is the Control Party and Servicer, any rights to indemnification, exculpation, indemnities or other protections provided to (i) the Servicer hereunder shall also be available to Midland Loan Services, a division of PNC Bank, National Association, as the Control Party and (ii) the Control Party hereunder shall also be available to Midland Loan Services, a division of PNC Bank, National Association, as the Servicer.
 
Article II


THE NOTES
 
Designation and Terms of Notes.  (a)  Each Series of Notes shall be substantially in the form specified in the Series Supplement for such Series and shall bear, upon its face, the designation for such Series to which it belongs as selected by the Master Issuer, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby or by the Series Supplement for such Series and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by any Authorized Officer of the Master Issuer executing such Notes, as evidenced by execution of such Notes by such Authorized Officer.  All Notes of any Series shall, except as specified in the Series Supplement for such Series and in thethis Base Indenture, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery (or registration, in the case of Uncertificated Notes), all in accordance with the terms and provisions of this Base Indenture and the Series Supplement for such Series.  The aggregate principal amount of Notes which may be authenticated and delivered (or with respect to Uncertificated Notes, registered) under this Base Indenture is unlimited.  The Notes of each Series shall be issued in the denominations set forth in the Series Supplement for such Series.
 
3
 
(b)          Class A-1 Notes.  Any Series of Notes that includes Class A-1 Notes may include within the related Variable Funding Note Purchase Agreement any terms, provisions, forms and other matters that affect the Class A-1 Notes (other than the form of Class A-1 Notes, which will be an exhibit to the Series Supplement for such Series).  With respect to any Variable Funding Note Purchase Agreement entered into by the Master Issuer in connection with the issuance of any Class A-1 Notes, whether or not any of the following shall have been specifically provided for in the applicable provision of the Indenture Documents, the following shall apply (except to the extent that the Series Supplement or Variable Funding Note Purchase Agreement with respect to such Class A-1 Notes provides otherwise):
 
(i)          for purposes of any provision of any Indenture Document relating to any vote, consent, direction, waiver or the like to be given by such Class on any date, with respect to the Class A-1 Notes of any Series Outstanding, the relevant amount of each such Class A-1 Notes to be used in tabulating the percentage of such Series voting, directing, consenting or waiving or the like (the “Class A-1 Notes Voting Amount”) will be the greater of (1) the Class A-1 Notes Maximum Principal Amount for such Class A-1 Notes (after giving effect to any cancelled commitments) and (2) the Outstanding Principal Amount of such Class A-1 Notes;
 
(ii)          for purposes of any provisions of any Indenture Document relating to termination, discharge or the like, such Class A-1 Notes of a Series shall continue to be deemed Outstanding unless and until both (x) all commitments to extend credit under such Variable Funding Note Purchase Agreement have been terminated thereunder and (y) the Outstanding Principal Amount of such Class A-1 Notes shall have been reduced to zero; and
 
(iii)          notwithstanding the foregoing, and for the avoidance of doubt, a Series Supplement or a Variable Funding Note Purchase Agreement may provide for different treatment of commitments of a Noteholder of a Class A-1 Note subject to such Series Supplement or Variable Funding Note Purchase Agreement that (1) has failed to make a payment required to be made by it under the terms of the Variable Funding Note Purchase Agreement, (2) has provided written notification that it does not intend to make a payment required to be made by it thereunder when due or (3) has become the subject of an Event of Bankruptcy.
 
Notes Issuable in Series.  (a)  The Notes may be issued in one or more Series.  Each Series of Notes shall be created by a Series Supplement.  A Series of Notes may include separate Classes, Subclasses or Tranches as set forth in the Series Supplement for such Series.  Any reference to a Series shall, unless the context requires otherwise, also include any Class, Subclass or Tranche of such Series. Any Series of Class A-1 Notes may be uncertificated if provided for in the Series Supplement applicable to such Class A-1 Notes.
 
(b)          So long as each of the certifications described in clause (vi) below are true and correct as of the applicable Series Closing Date, Notes of a new Series may, from time to time (other than with respect to Uncertificated Notes, which may from time to time be registered in accordance with this Base Indenture and the related Series Supplement), be executed by the Master Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Order at least three (3) Business Days (except in the case of the issuance of the Series of Notes on the Closing Date) in advance of the related Series Closing Date (which Company Order may be delivered at the end of such Business Day and shall be revocable by the Master Issuer upon notice to the Trustee no later than 5:00 p.m. (Eastern time) two (2) Business Days prior to the related Series Closing Date) and upon performance or delivery by the Master Issuer to the Trustee and the Control Party, and receipt by the Trustee and the Control Party, of the following:
4
 
(i)          a Company Order authorizing and directing the authentication and delivery (or with respect to Uncertificated Notes, registration) of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such new Series to be authenticated and the Note Rate with respect to such new Series;
 
(ii)          a Series Supplement satisfying the criteria set forth in Section 2.03 executed by the Master Issuer and the Trustee and specifying the Principal Terms of such new Series;
 
(iii)          if there is one or more Series of Notes Outstanding (other than a Series of Notes Outstanding that will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date), written confirmation from the Manager that the Rating Agency Condition with respect to the issuance of such Additional Notes is satisfied;
 
(iv)          any related Enhancement Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.32;
 
(v)          any related Series Hedge Agreement entered into in connection with such issuance and executed by each of the parties thereto in compliance with Section 8.33;
 
(vi)          one or more Officer’s Certificates, each executed by an Authorized Officer of the Master Issuer, dated as of the applicable Series Closing Date to the effect that:
 
(A)          the Senior ABS Leverage Ratio as of the applicable Series Closing Date is less than or equal to 6.50x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes;
 
(B)          the Holdco Leverage Ratio is less than or equal to 7.00x after giving pro forma effect to the issuance of such Additional Notes and any repayment of existing Indebtedness from such Additional Notes;
 
(C)          no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing or will occur as a result of the issuance of the new Series of Notes;
 
(D)          all representations and warranties of the Master Issuer in this Base Indenture and the other Related Documents are true and correct, and will continue to be true and correct after giving effect to such issuance on the Series Closing Date, in all material respects (other than any representation or warranty that, by its terms, is made only as of an earlier date);
 
(E)          no Cash Trapping Period is in effect or will commence as a result of the issuance of the new Series of Notes;
 
5
(F)          the New Series Pro Forma DSCR is greater than or equal to 2.00x;
 
(G)          no Manager Termination Event or Potential Manager Termination Event has occurred and is continuing or will occur as a result of such issuance;
 
(H)          the proposed issuance does not alter or change the terms of any Series of Notes Outstanding or the Series Supplement relating thereto without such consents (if any) as are required under this Base Indenture or the Series Supplement for such Series;
 
(I)          all costs, fees and expenses with respect to the issuance of the new Series of Notes or relating to the actions taken in connection with such issuance that are required to be paid on the applicable Series Closing Date have been paid or will be paid from the proceeds of the issuance of the new Series of Notes;
 
(J)          all conditions precedent with respect to the authentication and delivery (or with respect to Uncertificated Notes, registration) of such new Series of Notes provided in this Base Indenture, the Series Supplement for such Series and, if applicable, the related Variable Funding Note Purchase Agreement and any other related note purchase agreement executed in connection with the issuance of such new Series of Notes have been satisfied or waived;
 
(K)          the Guarantee and Collateral Agreement is in full force and effect as to such new Series of Notes;
 
(L)          if such new Series of Notes includes Subordinated Notes, the terms of any such new Series of Notes include the Subordinated Notes Provisions to the extent applicable;
 
(M)          the legal final maturity date for any new Class of Senior Notes will not be prior to the legal final maturity date of any Class of Senior Notes then Outstanding; provided, that the legal final maturity date of any new Class A-1 Notes may be prior to the legal final maturity date of any Class of Senior Notes (other than Class A-1 Notes that will not be simultaneously repaid) then Outstanding;
 
(N)          the legal final maturity date for any new Class of Senior Subordinated Notes will not be prior to the legal final maturity date of any Class of Senior Notes or any Class of Senior Subordinated Notes then Outstanding;
 
(O)          the legal final maturity date for any new Class of Subordinated Notes will not be prior to the legal final maturity date of any Class of Senior Notes, any Class of Senior Subordinated Notes or any Class of Subordinated Notes then Outstanding;
6
(P)          each of the parties to the Related Documents with respect to such new Series of Notes has covenanted and agreed in the Related Documents that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law;
 
(Q)          there is no action, proceeding, or investigation pending or threatened against any Non-Securitization Entity before any court or administrative agency that would reasonably be expected to result in a Material Adverse Effect with respect to the Securitization Entities; and
 
(R)          if such issuance is of a Series of Senior Subordinated Notes or Subordinated Notes, the Master Issuer has established the applicable Collection Account Administrative Accounts set forth in Section 5.07(a) and such accounts are subject to an Account Control Agreement in accordance with the terms herein;
 
provided that none of the conditions set forth in the foregoing clauses (A), (B), (C), (E), (F), (G), (H), (M), (N), and (O) of this clause (vi) shall apply and no Officer’s Certificates shall be required to include such representations under this clause (vi), in each case, if there are no Series of Notes Outstanding (apart from the new Series of Notes) on the applicable Series Closing Date, or if all Series of Notes Outstanding (apart from the new Series of Notes) will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date;
 
(vii)          a Tax Opinion dated the applicable Series Closing Date; provided, however, that, if there are no Notes Outstanding or if all Series of Notes Outstanding will be repaid in full from the proceeds of issuance of the new Series of Notes or otherwise on the applicable Series Closing Date or defeased in accordance with Section 12.01(c), only the opinions set forth in clauses (b) and (c) of the definition of Tax Opinion are required to be given in connection with the issuance of such new Series of Notes;
 
(viii)          one or more Opinions of Counsel, supported by one or more Officer’s Certificates, addressed to the Trustee and the Control Party, subject to customary assumptions and qualifications, and in a form reasonably acceptable to the Control Party, dated the applicable Series Closing Date, substantially to the effect that:
 
(A)          all of the instruments described in this Section 2.02(b) furnished to the Trustee and the Control Party conform to the requirements of this Base Indenture and the Series Supplement for such Series (or to the extent applicable, any Variable Funding Note Purchase Agreement) and the new Series of Notes is permitted to be authenticated (or registered, in the case of Uncertificated Notes) by the Trustee pursuant to the terms of this Base Indenture and the Series Supplement for such Series (or to the extent applicable, any Variable Funding Note Purchase Agreement);
7
(B)          the Series Supplement for such Series and any Variable Funding Note Purchase Agreement have been duly authorized, executed and delivered by the Master Issuer and constitute valid and binding agreements of the Master Issuer, enforceable against the Master Issuer in accordance with their terms;
 
(C)          such new Series of Notes have been duly authorized by the Master Issuer, and, when such Notes have been duly authenticated and delivered (or registered, in the case of Uncertificated Notes) by the Trustee, such Notes will be valid and binding obligations of the Master Issuer, enforceable against the Master Issuer in accordance with their terms;
 
(D)          none of the Securitization Entities is required to be registered under the 1940 Act;
 
(E)          the Lien and the security interests created by this Base Indenture and the Guarantee and Collateral Agreement on the Collateral remain perfected or recorded as of such date to the extent required by this Base Indenture and the Guarantee and Collateral Agreement and such Lien and security interests as of such date extend to any assets transferred to the Securitization Entities through the date of the issuance of such new Series of Notes;
 
(F)          based on a reasoned analysis, (i) in the event of a bankruptcy or insolvency of a Non-Securitization Entity no Securitization Entity would be substantively consolidated with such Non-Securitization Entity and (ii) as of the applicable Series Closing Date, each transfer of Collateral to any Securitization Entity pursuant to a Contribution  Agreement would be treated as a “true sale” or absolute transfer;
 
(G)          neither the execution and delivery by each Securitization Entity of the Indenture Documents to which it is a party nor the performance by such Securitization Entity of its obligations under such Indenture Documents: (i) conflicts with the Charter Documents of such Securitization Entity, (ii) constitutes a violation of, or a default under, any material agreement to which such Securitization Entity is a party (which agreements may be set forth in a schedule to such opinion), or (iii) contravenes any order or decree that is applicable to such Securitization Entity (which order and decree may be set forth in a schedule to such opinion);
 
(H)          neither the execution and delivery by the Master Issuer of such Notes (or registration, in the case of Uncertificated Notes) and the Series Supplement for such Series (and, to the extent applicable, any Variable Funding Note Purchase Agreement) nor the performance by the Master Issuer of its obligations under each of such Notes and the Series Supplement for such Series (and, to the extent applicable, any Variable Funding Note Purchase Agreement):  (i) violates any law, rule or regulation of any relevant jurisdiction, or (ii) requires the consent, approval, licensing or authorization of, or any filing, recording or registration with, any Governmental Authority under any law, rule or regulation of any relevant jurisdiction except for those consents, approvals, licenses and authorizations already obtained and those filings, recordings and registrations already made;
 
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(I)          unless such Notes are being offered pursuant to a registration statement that has been declared effective under the 1933 Act, it is not necessary in connection with the offer and sale of such Notes by the Master Issuer to the initial purchaser thereof or by the initial purchaser to the initial investors in such Notes to register such Notes under the 1933 Act;
 
(J)          unless the issuance of the Notes requires otherwise, thethis Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended; and
 
(K)          all conditions precedent to such issuance have been satisfied and that the related Series Supplement is authorized or permitted pursuant to the terms and conditions of this Base Indenture (except that no Opinion of Counsel relating to the satisfaction in all material respects of conditions precedent shall be required to be delivered in connection with the issuance of Notes on the Closing Date); and
 
(ix)          such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.
 
(c)          Upon satisfaction, or waiver by the Control Party (as directed by the Controlling Class Representative) (which waiver shall be in writing), of the conditions set forth in Section 2.02(b), the Trustee shall authenticate and deliver (or register, in the case of Uncertificated Notes), as provided above, such Series of Notes upon execution thereof by the Master Issuer.
 
(d)          With regard to any new Series of Notes issued pursuant to this Section 2.02 that constitutes Senior Notes, Senior Subordinated Notes or Subordinated Notes, the proceeds from such issuance may be used at any time prior to the Series Anticipated Repayment Date for such Series of Notes to repay either Senior Notes, Senior Subordinated Notes or Subordinated Notes of any Series of Notes Outstanding; provided, however, that at any time on or after the Series Anticipated Repayment Date for any Series of Notes that remains Outstanding, the proceeds from such issuance may only be used to repay (i) Senior Subordinated Notes if all Senior Notes have been repaid and (ii) Subordinated Notes if all Senior Notes and Senior Subordinated Notes have been repaid.
 
(e)          The issuance of Additional Notes shall not be subject to the consent of the Holders of any Series of Notes Outstanding.  Subject to Section 2.02(d), Additional Notes may be issued for any purpose consistent with the Related Documents, including acquisitions by the Securitization Entities.
 
Series Supplement for Each Series .  In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement (and, in the case such Series includes Class A-1 Notes, a Variable Funding Note Purchase Agreement), which document(s) shall specify the relevant terms with respect to such new Series of Notes, which may include, without limitation:
 
(a)          its name or designation;
 
(b)          the Initial Principal Amount with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes;
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(c)          the Note Rate with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series and the applicable default rate;
 
(d)          the Series Closing Date;
 
(e)          the Series Anticipated Repayment Date with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any;
 
(f)          the Series Legal Final Maturity Date;
 
(g)          the principal amortization schedule with respect to such new Series of Notes or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes, if any;
 
(h)          each Rating Agency rating such new Series of Notes, or, to the extent applicable, each Class, Subclass or Tranche of such new Series of Notes;
 
(i)          the name of the Clearing Agency, if any, for such new Series of Notes or, to the extent applicable, each Class, Subclass or tranche of such new Series of Notes;
 
(j)          the names of the Series Distribution Accounts and any other Series Accounts to be used with respect to such Series and the terms governing the operation of any such account and the use of moneys therein;
 
(k)          the method of allocating amounts deposited into any Series Distribution Account with respect to such Series;
 
(l)          whether the Notes of such new Series will be issued in multiple Classes, Subclasses or Tranches, and the rights and priorities of each such Class, Subclass or Tranche, if any;
 
(m)          any deposit of funds to be made in any Base Indenture Account or any Series Account on the Series Closing Date;
 
(n)          whether the Notes of such Series may be issued as either Definitive Notes, Uncertificated Notes or Book-Entry Notes and any limitations imposed thereon;
 
(o)          whether the Notes of such Series include Senior Notes, Senior Subordinated Notes and/or Subordinated Notes;
 
(p)          whether the Notes of such Series include Class A-1 Notes or subfacilities of Class A-1 Notes issued pursuant to a Variable Funding Note Purchase Agreement;
 
(q)          the terms of any related Enhancement and the Enhancement Provider thereof, if any;
 
(r)          the terms of any related Series Hedge Agreement and the applicable Hedge Counterparty, if any; and
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(s)          any other relevant terms of such Series of Notes (all such terms, the “Principal Terms” of such Series);
 
provided, the Series Supplement for any Series of Notes may alter the terms of this Base Indenture solely as those terms apply to the terms of such Series.
 
Execution and Authentication.  (a)  The Notes (other than Uncertificated Notes) shall, upon issuance pursuant to Section 2.02, be executed on behalf of the Master Issuer by an Authorized Officer of the Master Issuer and delivered by the Master Issuer to the Trustee for authentication and redelivery as provided herein.  The signature of each such Authorized Officer on the Notes may be manual, scanned or facsimile.  If an Authorized Officer of the Master Issuer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid.
 
(b)          At any time and from time to time after the execution and delivery of this Base Indenture, the Master Issuer may deliver Notes (other than Uncertificated Notes) of any particular Series (issued pursuant to Section 2.02) executed by the Master Issuer to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery (or registration, in the case of Uncertificated Notes) of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes (or registration, in the case of Uncertificated Notes).
 
(c)          No Note (other than Uncertificated Notes) shall be entitled to any benefit under the Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer.  Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee may appoint an authenticating agent acceptable to the Master Issuer to authenticate Notes.  Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form:
 
“This is one of the Notes of a Series issued under the within mentioned Indenture.
 
 
Citibank, N.A., as Trustee
 
 
                                              
By:
Authorized Signatory”
 
(d)          Each Note (other than Uncertificated Notes) shall be dated and issued as of the date of its authentication by the Trustee.
 
(e)          Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Master Issuer, and the Master Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.03) stating that such Note has never been issued and sold by the Master Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.
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Registrar and Paying Agent.  (a)  The Master Issuer shall (i) maintain an office or agency where Notes may be presented for registration of transfer or for exchange (or de-registration, in the case of Uncertificated Notes) (the “Registrar”) and (ii) appoint a paying agent (which shall satisfy the eligibility criteria set forth in Section 10.08(a)) (the “Paying Agent”) at whose office or agency Notes (or evidence of ownership of Uncertificated Notes) may be presented for payment.  The Registrar shall keep a register of the Notes (including the name and address of each such Noteholder) and of their transfer and exchange.  The Trustee shall indicate in its books and records the commitment of each Noteholder, if applicable, and the principal (and stated interest) amount owing to each Noteholder from time to time.  The Master Issuer may appoint one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” shall include any additional paying agent and the term “Registrar” shall include any co-registrars.  The Master Issuer may change the Paying Agent or the Registrar without prior notice to any Noteholder.  The Master Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Base Indenture.  The Trustee is hereby initially appointed as the Registrar and the Paying Agent and shall send copies of all notices and demands received by the Trustee (other than those sent by the Master Issuer to the Trustee and those addressed to the Master Issuer) in connection with the Notes to the Master Issuer.  Upon any resignation or removal of the Registrar, the Master Issuer shall promptly appoint a successor Registrar or, in the absence of such appointment, the Master Issuer shall assume the duties of the Registrar.
 
(b)          The Master Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Base Indenture.  Such agency agreement shall implement the provisions of this Base Indenture that relate to such Agent.  If the Master Issuer fails to maintain a Registrar or Paying Agent, the Trustee hereby agrees to act as such, and shall be entitled to appropriate compensation in accordance with this Base Indenture until the Master Issuer shall appoint a replacement Registrar or Paying Agent, as applicable.
 
Paying Agent to Hold Money in Trust.  (a)  The Master Issuer will cause the Paying Agent (if the Paying Agent is not the Trustee) to execute and deliver to the Trustee an instrument in which the Paying Agent shall agree with the Trustee (and if the Trustee is the Paying Agent, it hereby so agrees), subject to the provisions of this Section 2.06, that the Paying Agent will:
 
(i)          hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
 
(ii)          give the Trustee notice of any default by the Master Issuer of which it has Actual Knowledge in the making of any payment required to be made with respect to the Notes;
 
(iii)          at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by the Paying Agent;
 
(iv)          immediately resign as the Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Trustee set forth in Section 10.08. at the time of its appointment; and
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(v)          comply with all requirements of the Code and other applicable Requirements of Law with respect to the withholding from any payments made by it on any Notes of any applicable withholding Taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.
 
(b)          The Master Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of the Indenture or for any other purpose, by Company Order direct the Paying Agent to pay to the Trustee all sums held in trust by the Paying Agent, such sums to be held by the Trustee in trust upon the same terms as those upon which the sums were held in trust by the Paying Agent.  Upon such payment by the Paying Agent to the Trustee, the Paying Agent shall be released from all further liability with respect to such money.
 
(c)          Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or the Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Master Issuer upon delivery of a Company Order.  The Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Master Issuer for payment thereof (but only to the extent of the amounts so paid to the Master Issuer), and all liability of the Trustee or the Paying Agent with respect to such trust money paid to the Master Issuer shall thereupon cease; provided, however, that the Trustee or the Paying Agent, before being required to make any such repayment, may, at the expense of the Master Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Master Issuer.  The Trustee may also adopt and employ, at the expense of the Master Issuer, any other commercially reasonable means of notification of such repayment.
 
Noteholder List.  (a)  The Trustee shall furnish or cause to be furnished by the Registrar to the Master Issuer, the Manager, the Back-Up Manager, the Control Party, the Controlling Class Representative, the Paying Agent or any Class A-1 Administrative Agent, within five (5) Business Days after receipt by the Trustee of a request therefor from the Master Issuer, the Manager, the Back-Up Manager, the Control Party, the Controlling Class Representative, the Paying Agent or such Class A-1 Administrative Agent, respectively, in writing, the names and addresses of the Noteholders of each Series as of the most recent Record Date for payments to such Noteholders.  Unless otherwise provided in the Series Supplement for such Series, the Trustee, after having been adequately indemnified by Note Owners satisfying the requirements set forth in Section 11.05(b) (“Applicants”) for its costs and expenses, shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give the Master Issuer notice that such request has been made, within five (5) Business Days after the receipt of such application.  Such list shall be as of a date no more than forty-five (45) days prior to the date of receipt of such Applicants’ request.  Every Noteholder, by receiving and holding a Note, agrees with the Trustee that neither the Trustee, the Registrar nor any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder, regardless of the source from which such information was obtained.
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(b)          The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders of each Series of Notes.  If the Trustee is not the Registrar, the Master Issuer shall furnish to the Trustee at least seven (7) Business Days before each Quarterly Payment Date and at such other time as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders of each Series of Notes.
 
Transfer and Exchange.  (a)  Upon surrender for registration of transfer of any Note (or as set forth in any Series Supplement with respect to the transfer and registration or de-registration of any Uncertificated Notes) at the office or agency of the Registrar, if the requirements of Section 2.08(f) and Section 8‑401(a) of the New York UCC are met, the Master Issuer shall (except in the case of Uncertificated Notes) execute and, after the Master Issuer has executed, the Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Series and Class (and, if applicable, Tranche or Subclass) and a like original aggregate principal amount of the Notes so transferred.  At the option of any Noteholder, Notes may be exchanged (or de-registered) for other Notes (or in the case of an exchange for Uncertificated Notes, registered) of the same Series and Class (and, if applicable, Tranche or Subclass) in authorized denominations of like original aggregate principal amount of the Notes so exchanged, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose.  Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 2.08(f) and Section 8-401(a) of the New York UCC are met, the Master Issuer shall execute, and after the Master Issuer has executed (other than Uncertificated Notes), the Trustee shall authenticate and deliver to the Noteholder, the Notes (other than Uncertificated Notes) which the Noteholder making the exchange is entitled to receive.
 
(b)          Every Note presented or surrendered for registration of transfer or exchange shall be (i) (other than Uncertificated Notes) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Master Issuer and the Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing with a medallion signature guarantee and (ii) accompanied by such other documents as the Trustee and the Registrar may require.  The Master Issuer shall execute and deliver to the Trustee or the Registrar, as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under the Indenture and the Notes.
 
(c)          All Notes issued and authenticated upon any registration of transfer or exchange of the Notes (including the transfer of Uncertificated Notes) shall be the valid obligations of the Master Issuer, evidencing the same Indebtedness, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange.
 
(d)          The preceding provisions of this Section 2.08 notwithstanding, (i) the Master Issuer or the Registrar shall not be required (A) to issue, register the transfer of or exchange (or registration or de-registration) any Note for a period beginning at the opening of business fifteen (15) days preceding the selection of any Note for redemption and ending at the close of business on the day of the mailing of the relevant notice of redemption or (B) to register the transfer of or exchange any Note so selected for redemption, and (ii) no assignment or transfer of a Note or any commitment in respect thereof shall be effective until such assignment or transfer shall have been recorded in the Note Register and in the books and records of the Trustee, as applicable, pursuant to Section 2.05(a) or as otherwise set forth in a Series Supplement with respect to Uncertificated Notes.
 
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(e)          Unless otherwise provided in the Series Supplement for such Series, no service charge shall be payable for any registration of transfer or exchange (or de-registration) of Notes, but the Master Issuer, the Registrar or the Trustee, as the case may be, may require payment by the Noteholder of a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any transfer or exchange (or de-registration) of Notes.
 
(f)          Unless otherwise provided in the Series Supplement for such Series, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be set forth in the Series Supplement for such Series or, to the extent applicable, any Variable Funding Note Purchase Agreement) shall be effected only if the conditions set forth in such Series Supplement for such Series and, to the extent applicable, any Variable Funding Note Purchase Agreement are satisfied.  Notwithstanding any other provision of this Section 2.08 and except as otherwise provided in Section 2.13 or any applicable Series Supplement with respect to Uncertificated Notes, the typewritten Note or Notes representing Book-Entry Notes for any Series, Class, Subclass or Tranche may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, Class, Subclass or Tranche, or to a successor Clearing Agency for such Series, Class, Subclass or Tranche selected or approved by the Master Issuer or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.08 and Section 2.12.
 
Persons Deemed Owners.  Prior to due presentment for registration of transfer of any Note, the (or any other transfer or de-registration of Uncertificated Notes), the Trustee, the Servicer, the Controlling Class Representative, any Agent and the Master Issuer shall deem and treat the Person in whose name any Note is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever (other than purposes in which the vote or consent of a Note Owner is permitted pursuant to this Base Indenture, the Series Supplement for such Series or any Variable Funding Note Purchase Agreement and, to the extent applicable, the rules of a Clearing Agency), whether or not such Note is overdue, and none of the Trustee, the Servicer, the Controlling Class Representative, any Agent nor the Master Issuer shall be affected by notice to the contrary.
 
Replacement Notes.  (a)  If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Master Issuer and the Trustee such security or indemnity as may be required by them to hold the Master Issuer and the Trustee harmless then, provided that the requirements of Section 2.08(f) and Section 8-405 of the New York UCC are met, the Master Issuer shall execute and upon its request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note.  If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Master Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Master Issuer or the Trustee in connection therewith.
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(b)          Upon the issuance of any replacement Note (or registration of Uncertificated Notes) under this Section 2.10, the Master Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee and the Registrar) connected therewith.
 
(c)          Every replacement Note issued (or registration of Uncertificated Notes) pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Master Issuer and such replacement Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued under the Indenture (in accordance with the priorities and other terms set forth herein and in each Series Supplement for such Series).
 
(d)          The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
 
Treasury Notes.  In determining whether the Noteholders of the required Aggregate Outstanding Principal Amount of Notes or the required Outstanding Principal Amount of any Series, Class, Subclass or Tranche of Notes, as the case may be, have concurred in any direction, waiver or consent, Notes owned, legally or beneficially, by the Master Issuer or any Affiliate of the Master Issuer shall be considered as though they are not Outstanding, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes of which a Trust Officer has received written notice of such ownership shall be so disregarded.  Absent written notice to a Trust Officer of such ownership, the Trustee shall not be deemed to have knowledge of the identity of the individual Note Owners.
 
Book-Entry Notes.  (a)  Unless otherwise provided in any Series Supplement (including with respect to Uncertificated Notes) for such Series, the Notes of each Series, Class, Subclass and Tranche, upon original issuance, shall be issued in the form of typewritten Notes representing Book-Entry Notes and delivered to the depository (or its custodian) specified in such Series Supplement which shall be the Clearing Agency on behalf of such Series, Class, Subclass or Tranche.  The Notes of each Series, Class, Subclass and Tranche shall, unless otherwise provided in the Series Supplement (including with respect to Uncertificated Notes) for such Series, initially be registered on the Note Register in the name of the Clearing Agency or the nominee of the Clearing Agency.  No Note Owner will receive a definitive note representing such Note Owner’s interest in the related Series, Class, Subclass or Tranche of Notes, except as provided in Section 2.13.  Unless and until definitive, fully registered Notes of any Series or any Class, Subclass or Tranche of any Series (“Definitive Notes”) have been issued to Note Owners pursuant to Section 2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes):
 
(i)          the provisions of this Section 2.12 shall be in full force and effect with respect to each such Series, Class, Subclass and/or Tranche;
 
(ii)          the Master Issuer, the Paying Agent, the Registrar, the Trustee, the Servicer and the Controlling Class Representative shall deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of, premium, if any, and interest on the Notes and the giving of instructions or directions hereunder or under the Series Supplement for such Series) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;
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(iii)          to the extent that the provisions of this Section 2.12 conflict with any other provisions of the Indenture, the provisions of this Section 2.12 shall control with respect to each such Tranche, Subclass, Class or Series of the Notes;
 
(iv)          subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for the rights granted pursuant to Section 11.05, the rights of Note Owners of each such Series, Class, Subclass or Tranche of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered Holder of the Notes of such Series, Class, Subclass or Tranche for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency; and
 
(v)          subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for the rights granted pursuant to Section 11.05, whenever the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the Outstanding Principal Amount of a Series or Class, Subclass or Tranche of a Series of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Outstanding Notes or such Series, Class, Subclass or Tranche of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Trustee.
 
(b)          Pursuant to the Depository Agreement applicable to a Series, Class, Subclass or Tranche, unless and until Definitive Notes of such Series, Class, Subclass or Tranche are issued pursuant to Section 2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants.
 
(c)          Whenever notice or other communication to the Holders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes), the Trustee and the Master Issuer shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency.
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Definitive Notes.  (a)  The Notes of any Series, Class, Subclass or Tranche of any Series, to the extent provided in the Series Supplement for such Series, upon original issuance, may be issued in the form of Definitive Notes or Uncertificated Notes.  All Class A-1 Notes of any Series, Class, Subclass or Tranche shall be issued in the form of Definitive Notes or Uncertificated Notes.  The Series Supplement for such Series shall set forth the legend relating to the restrictions on transfer of such Definitive Notes (or transfer and de-registration with respect to Uncertificated Notes) and such other restrictions as may be applicable.
 
(b)          With respect to the Notes of any Series, Class, Subclass or Tranche of any Series issued in the form of typewritten Notes representing Book-Entry Notes, if (i) (A) the Master Issuer advises the Trustee in writing that the Clearing Agency with respect to any such Series of Notes is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Trustee or the Master Issuer are unable to locate a qualified successor or (ii) after the occurrence of a Rapid Amortization Event, with respect to any Series, Class, Subclass or Tranche of Notes Outstanding, Note Owners holding a beneficial interest in excess of 50% of the aggregate Outstanding Principal Amount of such Series, Class, Subclass or Tranche of Notes advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of such Note Owners, the Trustee shall notify all Note Owners of such Series, Class, Subclass or Tranche, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes (or Uncertificated Notes) to Note Owners of such Series, Class, Subclass or Tranche.  Upon surrender to the Trustee of the Notes of such Series, Class, Subclass or Tranche by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, the Master Issuer shall execute (other than with respect to Uncertificated Notes) and the Trustee shall authenticate, upon receipt of a Company Order, and deliver an equal aggregate principal amount of Definitive Notes in accordance with the instructions of the Clearing Agency.  Neither the Master Issuer nor the Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes of such Series, Class, Subclass or Tranche of such Series of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series, Class, Subclass or Tranche of such Series as Noteholders of such Series, Class, Subclass or Tranche of such Series hereunder and under the Series Supplement for such Series.
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Cancellation.  The Master Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered (or registered in the case of Uncertificated Notes) hereunder which the Master Issuer or an Affiliate thereof may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled (or de-registered) by the Trustee.  Upon the written instruction of the Master Issuer (or the Manager on its behalf), the Trustee shall cancel any repurchased Notes delivered to it by the Master Issuer (or the Manager on its behalf), either in certificated form or through the Applicable Procedures of DTC.  Such cancelled Notes shall not be reissued and upon cancellation shall not be considered outstanding for purposes of calculating the DSCR, the Holdco Leverage Ratio or the Senior ABS Leverage Ratio.  Immediately upon the delivery of any Notes by the Master Issuer to the Trustee for cancellation pursuant to this Section 2.14 (or as set forth in any applicable Series Supplement with respect to de-registration of Uncertificated Notes), the security interest of the Secured Parties in such Notes shall automatically be deemed to be released by the Trustee, and the Trustee shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at its expense to evidence such automatic release.  The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment (or de-registration of Uncertificated Notes).  The Trustee shall cancel (or de-register) all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.  Except as provided in any Variable Funding Note Purchase Agreement executed and delivered in connection with the issuance of any Notes, the Master Issuer may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation (or de-registration).  All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless the Master Issuer shall direct that cancelled Notes be returned to it for destruction pursuant to a Company Order.  No cancelled (or de-registered) Notes may be reissued.  No provision of this Base Indenture or any Series Supplement that relates to prepayment procedures, penalties, fees, make-whole payments or any other related matters shall be applicable to any Notes cancelled (or de-registered) pursuant to and in accordance with this Section 2.14.
 
Principal and Interest.  (a)  The principal of and premium, if any, on each Series, Class, Subclass or Tranche of Notes shall be due and payable at the times and in the amounts set forth in the Series Supplement for such Series (and, to the extent applicable, each Variable Funding Note Purchase Agreement) and in accordance with the Priority of Payments.
 
(b)          Each Series, Class, Subclass and Tranche of Notes shall accrue interest as provided in the Series Supplement for such Series (and, to the extent applicable, each Variable Funding Note Purchase Agreement) and such interest shall be due and payable for such Notes on each Quarterly Payment Date in accordance with the Priority of Payments.
 
(c)          Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Record Date with respect to a Quarterly Payment Date for such Note shall be entitled to receive the principal, premium, if any, and interest payable on such Quarterly Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Record Date.  Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable.
 
(d)          Pursuant to the authority of the Paying Agent under Section 2.06(a)(v), except as otherwise provided pursuant to a Variable Funding Note Purchase Agreement and only to the extent that the Paying Agent has been notified in writing of such exception by the Master Issuer or the applicable Class A-1 Administrative Agent, the Paying Agent shall make all payments of interest on the Notes net of any applicable withholding Taxes and Noteholders shall be treated as having received as payments of interest any amounts withheld with respect to such withholding Taxes.
 
Tax Treatment.  The Master Issuer has structured this Base Indenture and the Notes have been (or will be) issued with the intention that the Notes will qualify under applicable tax law as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity, and any entity or person acquiring any direct or indirect interest in any Note by acceptance of its Notes (or, in the case of a Note Owner, by virtue of such Note Owner’s acquisition of a beneficial interest therein) (or registration of an Uncertificated Note) agrees to treat the Notes (or beneficial interests therein) for all purposes of United States federal, state, local and foreign income or franchise Taxes and any other Tax imposed on or measured by income, as Indebtedness of the Master Issuer or, if the Master Issuer is treated as a division of another entity for federal income tax purposes, such other entity.
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Tax Withholding.  The Trustee, the Paying Agent and the Master Issuer (or other Person responsible for withholding of Taxes) has the right to withhold on payments with respect to a Note (without any corresponding gross-up) where an applicable party fails to provide the Trustee, the Paying Agent or the Master Issuer, as applicable, with appropriate tax certifications (which includes, but is not limited to, (i) an IRS Form W-9 for United States persons (as defined under Section 7701(a)(30) of the Code) or any applicable successor form or (ii) an applicable IRS Form W-8 and any required attachments, for Persons other than United States persons, or applicable successor form, or the Trustee, the Paying Agent or the Master Issuer  (or other Person responsible for withholding of Taxes) is otherwise required to so withhold under applicable law.
 
Article III


SECURITY
 
Grant of Security Interest.  (a)  To secure the Obligations, the Master Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in the Master Issuer’s right, title and interest in, to and under all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, health-care-insurance receivables, instruments, inventory, securities, securities accounts and other investment property and letter-of-credit rights (in each case, as defined in the New York UCC), including all of the following property to the extent now owned or at any time hereafter acquired by the Master Issuer (collectively, the “Indenture Collateral”):
 
(i)          the limited liability company membership interests and stock owned by the Master Issuer that represent the 100% ownership interest in the Securitization Entities owned by the Master Issuer as set forth on Schedule 4.5 of the Guarantee and Collateral Agreement, together with all claims, rights, privileges, authority and powers of the Master Issuer relating to such Equity Interests or granted to it under the organizational documents of such Securitization Entities, and all additional Equity Interests of any Subsidiary or Additional Securitization Entity from time to time acquired by or issued to the Master Issuer  in any manner, together with all claims, rights, privileges, authority and powers of the Master Issuer relating to any such Equity Interests or granted to it under any organizational document of any such Subsidiary or Additional Securitization Entity formed from time to time;
 
(ii)          the Accounts and all amounts on deposit in or otherwise credited to the Accounts;
 
(iii)          any Interest Reserve Letter of Credit;
 
(iv)          the books and records (whether in physical, electronic or other form) of the Master Issuer;
 
(v)          the rights, powers, remedies and authorities of the Master Issuer under each of the Related Documents (other than the Indenture and the Notes) to which it is a party;
 
(vi)          any and all other property of the Master Issuer now owned or hereafter acquired; and
 
(vii)          all payments, proceeds, supporting obligations and accrued and future rights to payment with respect to the foregoing;
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provided that (A) the Indenture Collateral shall exclude the Collateral Exclusions; (B) the Master Issuer shall not be required to pledge more than 65% of the Equity Interests (and any rights associated with such Equity Interests) of (i) any foreign Subsidiary of the Master Issuer that is a Controlled Foreign Corporation or (ii) any domestic Subsidiary of the Master Issuer, substantially all of the assets of which are the equity interests of Controlled Foreign Corporations (each, a “Foreign Subsidiary Holding Company”), a corporation for U.S. federal income tax purposes and in no circumstance will any such foreign Subsidiary that is a Controlled Foreign Corporation or a Foreign Subsidiary Holding Company be required to pledge any assets, serve as Guarantor, or otherwise guarantee the Notes; (C) the security interest in (1) the Senior Notes Interest Reserve Account and the related property shall only be for the benefit of the Senior Noteholders and the Trustee, in its capacity as trustee for the Senior Noteholders, (2) the Senior Subordinated Notes Interest Reserve Account and the related property shall only be for the benefit of the Senior Subordinated Noteholders and the Trustee, in its capacity as trustee for the Senior Subordinated Noteholders and (3) each Series Distribution Account and the related property thereto shall only be for the benefit of the applicable Series (or Class within such Series) Noteholders as set forth in the Series Supplement for such Series; and (D) any Cash Collateral deposited by any Non-Securitization Entities with the Master Issuer to secure such Non-Securitization Entities’ obligations under any Letter of Credit Reimbursement Agreement shall not constitute Indenture Collateral until such time (if any) as the Master Issuer is entitled to withdraw such funds from the applicable bank account pursuant to the terms of such Letter of Credit Reimbursement Agreement to reimburse the Master Issuer for any amounts due by such Non-Securitization Entities to the Master Issuer pursuant to such Letter of Credit Reimbursement Agreement that such Non-Securitization Entities have not paid to the Master Issuer in accordance with the terms thereof.
 
(b)          “Collateral Exclusions” means the following property of the Master Issuer: (i) any lease, sublease, license, or other contract or permit, in each case if the grant of a Lien or security interest in any of the Master Issuer’s right, title and interest in, to or under such lease, sublease, license, contract or permit (or any rights or interests thereunder) in the manner contemplated by the Indenture (a) is prohibited by the terms of such lease, sublease, license, contract or permit (or any rights or interests thereunder) or would require the consent of a third party (unless such consent has been obtained), (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or any other applicable law, (ii) the Excepted Securitization IP Assets, (iii) all Real Estate Assets (other than Securitized Owned Real Property until the occurrence of a Mortgage Recordation Event and Mortgages are filed on such Securitized Owned Real Property), (iv) the Excluded Amounts, (v) amounts to be paid in respect of the JIB Back-to-Back Lease Obligations and (vi) amounts to be paid in respect of the Restaurant Operating Expenses; provided, further, that the Master Issuer and the Guarantors will not be required to pledge more than 65% of the Equity Interests (and any rights associated with such Equity Interests) of (x) any foreign Subsidiary of any of the Master Issuer or the Guarantors that is a Controlled Foreign Corporation or (y) any domestic Subsidiary of any of the Master Issuer or the Guarantors that is a Foreign Subsidiary Holding Company, corporation for U.S. federal income tax purposes and in no circumstance will any such foreign Subsidiary that is a Controlled Foreign Corporation or a Foreign Subsidiary Holding Company be required to pledge any assets, serve as Guarantor, or otherwise guarantee the Notes; provided, further, that the security interest in (A) the Senior Notes Interest Reserve Account and the related property will only be for the benefit of the Senior Noteholders and the Trustee, in its capacity as trustee for the Senior Noteholders, (B) the Senior Subordinated Notes Interest Reserve Account and the related property will only be for the benefit of the Senior Subordinated Noteholders and the Trustee, in its capacity as trustee for the Senior Subordinated Noteholders and (C) each Series Distribution Account and the related property thereto will only be for the benefit of the noteholders of the applicable Series (or Class within such Series) as set forth in the applicable Series Supplement. The Trustee, on behalf of the Secured Parties, acknowledges that it shall have no security interest in any Collateral Exclusions.  The foregoing grant is made in trust to secure the Obligations and to secure compliance with the provisions of this Base Indenture and the other Indenture Documents to which the Master Issuer is a party.  The Trustee, on behalf of the Secured Parties, acknowledges such grant, accepts the trusts under this Base Indenture in accordance with the provisions of this Base Indenture and agrees to perform its duties required in this Base Indenture.  The Indenture Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series, Class, Subclass or Tranche of Notes, as otherwise stated in the Series Supplement for such Series or in the applicable provisions of this Base Indenture).
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(c)          Upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative), the Trustee or its agent shall, at the direction of the Control Party, record each Mortgage in accordance with Section 8.37.
 
(d)          The parties hereto agree and acknowledge that (a) each certificated Equity Interest may be held by the Trustee in a separate custodial account in the name of the Trustee for the benefit of the Secured Parties and (b) each certificated Equity Interest and each Mortgage may be held by a custodian on behalf of the Trustee.
 
Certain Rights and Obligations of the Master Issuer Unaffected.
 
(a)          Notwithstanding the grant of the security interest in the Indenture Collateral hereunder to the Trustee, on behalf of the Secured Parties, the Master Issuer acknowledges that the Manager, on behalf of the Securitization Entities, shall, subject to the terms and conditions of the Management Agreement, have the right, subject to the Trustee’s right to revoke such right, in whole or in part, in the event of the occurrence of an Event of Default, (i) to give as Manager on behalf of the Securitization Entities, in accordance with the Managing Standard, all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required or permitted to be given by the Master Issuer under the Collateral Transaction Documents, and to enforce all rights, remedies, powers, privileges and claims of the Master Issuer or any Securitization Entity under the Collateral Transaction Documents, (ii) to give as Manager on behalf of the Securitization Entities, in accordance with the Managing Standard, all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given by any Securitization Entity under any IP License Agreement to which such Securitization Entity is a party and (iii) as Manager on behalf of the Securitization Entities, to take any other actions required or permitted under the terms of the Management Agreement.
 
(b)          The grant of the security interest by the Master Issuer in the Indenture Collateral to the Trustee on behalf of and for the benefit of the Secured Parties shall not (i) relieve the Master Issuer from the performance of any term, covenant, condition or agreement on the Master Issuer’s part to be performed or observed under or in connection with any of the Collateral Transaction Documents or (ii) impose any obligation on the Trustee or any of the Secured Parties to perform or observe any such term, covenant, condition or agreement on the Master Issuer’s part to be so performed or observed or impose any liability on the Trustee or any of the Secured Parties for any act or omission on the part of the Master Issuer or from any breach of any representation or warranty on the part of the Master Issuer.
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(c)          The Master Issuer hereby agrees to indemnify and hold harmless the Trustee and each Secured Party (including its directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable and documented out-of-pocket costs and expenses arising out of or resulting from the security interest granted hereby, whether arising by virtue of any act or omission on the part of the Master Issuer or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Secured Party in enforcing the Indenture or any other Related Document or preserving any of its rights to, or realizing upon, any of the Collateral or, to the extent permitted by applicable law, the Securitized Assets; provided, however, that the foregoing indemnification shall not extend to any action by the Trustee or any Secured Party which constitutes gross negligence, bad faith or willful misconduct by the Trustee or any Secured Party or any other indemnified Person hereunder.  The indemnification provided for in this Section 3.02 shall survive the removal of, or a resignation by, any Person as Trustee as well as the termination of this Base Indenture or any Series Supplement.
 
Performance of Collateral Transaction Documents.  Upon the occurrence of a default or breach (after giving effect to any applicable grace or cure periods) by any Person party to (a) a Collateral Transaction Document or (b) a Collateral Business Document (only if a Manager Termination Event or an Event of Default has occurred and is continuing), promptly following a request from the Trustee to do so and at the Master Issuer’s expense, the Master Issuer agrees to take all such lawful action as permitted under this Base Indenture as the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)) may reasonably request to compel or secure the performance and observance by such Person of its obligations to the Master Issuer, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Master Issuer to the extent and in the manner directed by the Trustee (acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative)), including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by such Person of its obligations thereunder.  If (i) the Master Issuer shall have failed, within ten (10) days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (ii) the Master Issuer refuses to take any such action, as reasonably determined by the Trustee in good faith, or (iii) the Control Party (acting at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, in any such case the ServicerControl Party (at the direction of the Controlling Class Representative) may, but shall not be obligated to, take, and the Trustee shall take (if so directed by the Control Party (acting at the direction of the Controlling Class Representative)), at the expense of the Master Issuer, such previously directed action and any related action permitted under this Base Indenture which the Control Party (acting at the direction of the Controlling Class Representative) thereafter determines is appropriate (without the need under this provision or any other provision under this Base Indenture to direct the Master Issuer to take such action), on behalf of the Master Issuer and the Secured Parties.
 
Stamp, Other Similar Taxes and Filing Fees.  The Master Issuer shall indemnify and hold harmless the Trustee and each Secured Party from any present or future claim for liability for any stamp, documentary or other similar tax and any penalties or interest and expenses with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Indenture, any other Related Document or the Securitized Assets.  The Master Issuer shall pay, and indemnify and hold harmless each Secured Party against, any and all amounts in respect of all search, filing, recording and registration fees, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Indenture or any other Related Document.
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Authorization to File Financing Statements.  (a)  The Master Issuer hereby irrevocably authorizes the Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements and other filing or recording documents or instruments with respect to the Indenture Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture.  The Master Issuer authorizes the filing of any such financing statement naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC, including, without limitation, any and all Securitization IP. The Master Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request.  The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement with respect to the Indenture Collateral made prior to the date hereof.
 
(b)          The Master Issuer acknowledges that to the extent the Indenture Collateral includes certain rights of the Master Issuer as a secured party under the Related Documents, the Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements.
 
Article IV


REPORTS
 
Reports and Instructions to Trustee.
 
(a)          Weekly Manager’s Certificate.  By 4:30 p.m. (Eastern time) on the Business Day prior to each Weekly Allocation Date, the Master Issuer shall furnish, or cause the Manager to furnish, to the Trustee and, the Servicer and the Back-Up Manager a certificate substantially in the form of Exhibit A specifying the allocation of Collections on the following Weekly Allocation Date (each, a “Weekly Manager’s Certificate”).  The Weekly Manager’s Certificate shall be deemed confidential information and shall not be disclosed by the Trustee or, the Servicer or the Back-Up Manager to any Holder or any other Person without the prior written consent of the Master Issuer or the Manager.  Notwithstanding anything herein to the contrary, the initial Weekly Manager’s Certificate shall not be required to be delivered, and amounts credited to the Accounts shall not be required to be allocated pursuant to the Priority of Payments, until the first Weekly Allocation Date that occurs after the date that is twenty-one (21) days after the Closing Date.
 
(b)          Quarterly Noteholders’ Report.  On or before the third (3rd) Business Day prior to each Quarterly Payment Date, the Master Issuer shall furnish, or cause the Manager to furnish, a Quarterly Noteholders’ Report with respect to each Series of Notes Outstanding to the Trustee, each Rating Agency with respect to such Series, the Servicer and each Paying Agent, with a copy to the Back-Up Manager.
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(c)          Quarterly Compliance Certificates.  On or before the third (3rd) Business Day prior to each Quarterly Payment Date, the Master Issuer shall deliver, or cause the Manager to deliver, to the Trustee and each Rating Agency with respect to each Series of Notes Outstanding (with a copy to each of the Servicer, the Manager and the Back-Up Manager) an Officer’s Certificate to the effect that, except as provided in a notice delivered pursuant to Section 8.08, no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred or is continuing (each, a “Quarterly Compliance Certificate”).
 
(d)          Scheduled Principal Payments Deficiency Notices.  On the Quarterly Calculation Date with respect to any Quarterly Collection Period, the Master Issuer shall furnish, or cause the Manager to furnish, to the Trustee and each Rating Agency (with a copy to each of the Servicer and the Back-Up Manager) written notice of any Scheduled Principal Payments Deficiency Event with respect to any Series, Class, Subclass or Tranche of Notes that occurred with respect to such Quarterly Collection Period (any such notice, a “Scheduled Principal Payments Deficiency Notice”).
 
(e)          Annual Accountants’ Reports.  Within one hundred twenty (120) days after the end of each fiscal year, commencing with the fiscal year ending on or around September 30, 2019, the Master Issuer shall furnish, or cause to be furnished, to the Trustee, the Servicer and, each Rating Agency and the Back-Up Manager (to the extent the Back-Up Manager is not providing such report) with respect to each Series of Notes Outstanding the reports of the Independent Auditors or the Back-Up Manager required to be delivered to the Master Issuer by the Manager pursuant to Section 3.3 of the Management Agreement.
 
(f)          Securitization Entity Financial Statements.  The Manager on behalf of the Securitization Entities shall provide to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding, the following financial statements:
 
(i)          within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 30, 2019), an unaudited combined consolidated balance sheet of the Holding Company Guarantor as of the end of such quarter and unaudited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year); and
 
(ii)          within one hundred twenty (120) days after the end of each fiscal year (commencing with the fiscal year ending on or around September 30, 2019), an audited combined consolidated balance sheet of the Holding Company Guarantor as of the end of such fiscal year and audited combined consolidated statements of income or operations, changes in members’ equity and cash flows of the Securitization Entities for such fiscal year, setting forth in comparative form (where appropriate) the comparable amounts for the previous fiscal year, prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the financial position of the Securitization Entities as of the end of such fiscal year and the results of their operations and cash flows for such fiscal year in accordance with GAAP.
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(g)          Jack in the Box Inc. Financial Statements.  So long as Jack in the Box Inc. is the Manager, the Master Issuer shall cause the Manager (on behalf of the Securitization Entities) to provide to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding the following financial statements:
 
(i)          within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year, an unaudited consolidated balance sheet of Jack in the Box Inc. and its Subsidiaries as of the end of such fiscal quarter and unaudited consolidated statements of income or operations, changes in stockholder’s equity and cash flows of Jack in the Box Inc. and its Subsidiaries for such fiscal quarter and for the fiscal year-to-date period then ended (in the case of the second and third fiscal quarters of each fiscal year); and
 
(ii)          within one hundred and twenty (120) days after the end of each fiscal year, an audited consolidated balance sheet of Jack in the Box Inc. and its Subsidiaries as of the end of such fiscal year and audited consolidated statements of income or operations, changes in stockholder’s equity and cash flows of Jack in the Box Inc. and its Subsidiaries for such fiscal year, setting forth in comparative form the comparable amounts for the previous fiscal year prepared in accordance with GAAP and accompanied by an opinion thereon of the Independent Auditors stating that such audited financial statements present fairly, in all material respects, the consolidated financial position of Jack in the Box Inc. and its Subsidiaries as of the end of such fiscal year and the consolidated results of their operations and cash flows for such fiscal year in accordance with GAAP.
 
(iii)          Notwithstanding the foregoing, the obligations set forth in this Section 4.01(g) may be satisfied by furnishing Jack in the Box Inc.’s Form 10-K or 10-Q, as applicable, filed with the SEC on the timeframe that the SEC shall provide or permit from time to time.
 
(h)          Additional Information.  The Master Issuer will furnish, or cause to be furnished, from time to time such additional information regarding the financial position, results of operations or business of Jack in the Box Inc. or any Securitization Entity as the Trustee, the Servicer, the Manager or the Back-Up Manager may reasonably request, subject to Requirements of Law and to the confidentiality provisions of the Related Documents to which such recipient is a party.
 
(i)          Instructions as to Withdrawals and Payments.  The Master Issuer will furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable (with a copy to each of the Servicer, the Manager and the Back-Up Manager), written instructions to make withdrawals and payments from the Collection Account and any other Base Indenture Account or Series Account and to make drawings under any Enhancement, as contemplated herein and in any Series Supplement.  The Trustee and the Paying Agent shall promptly follow any such written instructions.
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(j)          Copies to Rating Agency.  The Master Issuer shall deliver, or shall cause the Manager to deliver, a copy of each report, certificate or instruction, as applicable, described in this Section 4.01 to each Rating Agency at its address as listed in or otherwise designated pursuant to Section 14.01 or in the Series Supplement for such Series, including any e-mail address.
 
Rule 144A Information.  The Master Issuer agrees to provide to any Holder, and to any prospective purchaser of Notes designated by such Holder upon the request of such Holder or prospective purchaser, any information required to be provided to such Holder or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the 1933 Act.
 
Reports, Financial Statements and Other Information to Noteholders.  Subject to the last paragraph of this Section 4.03, the Trustee shall make this Base Indenture, the Guarantee and Collateral Agreement, the applicable offering circular, each Series Supplement, the Quarterly Noteholders’ Reports, the Quarterly Compliance Certificates, the financial statements referenced in Section 4.01(f) and Section 4.01(g) and the reports referenced in Section 4.01(e) (collectively, the “Noteholder Materials”) available to (a) each Rating Agency pursuant to Section 4.01(j) above and (b) the Holders (provided that each Series Supplement and any related offering circular with respect to a Series of Notes shall only be made available to the Holders (but not to prospective investors) of such Series of Notes), the Servicer, the Manager, the Back-Up Manager and each Rating Agency via the Trustee’s internet website at www.sf.citidirect.com or such other address as the Trustee may specify from time to time; provided that prospective investors shall not be entitled to access the Trustee’s internet website, but may request the Noteholder Materials from the Manager or the Trustee in accordance with the requirements of this Section 4.03.  Assistance in using such website can be obtained by calling the Trustee’s customer service desk at 888-855-9695 or such other telephone number as the Trustee may specify from time to time.  Unless requested by a prospective investor, the Noteholder Materials will only be accessible in a password-protected area of the internet website and the Trustee will require each party (other than the Servicer, the Manager, the Back-Up Manager and each Rating Agency) accessing such password-protected area to register as a Holder and to make, for the benefit of the Master Issuer, the applicable representations and warranties described below in an investor request certification (an “Investor Request Certification” in the form of Exhibit D.  The Trustee may disclaim responsibility for any information distributed by it for which the Trustee was not the original source.  Each time a Holder accesses the internet website, it will be deemed to have confirmed such representations and warranties as of the date thereof.  The Trustee will provide the Servicer and the Manager with copies of such Investor Request Certifications, including the identity, address, contact information, email address and telephone number of such Holder upon request, but shall have no responsibility for any of the information contained therein.  The Trustee shall have the right to change the way such statements are electronically distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes.
 
The Trustee shall (or shall request that the Manager) make available, upon reasonable advance notice and at the expense of the requesting party, the Noteholder Materials to any Holder and to any prospective investor that provides the Trustee with an Investor Request Certification in the form of Exhibit D to the effect that such party (i) is a Holder or prospective investor, as applicable, (ii) understands that the items contain confidential information, (iii) is requesting the information solely for use in evaluating such party’s investment or potential investment, as applicable, in the Notes and will keep such information strictly confidential (provided, however, (x) such materials have not been filed or furnished with the SEC and are not otherwise publicly available and (y) that such party may disclose such information only (A) to (1) those personnel employed by it who need to know such information which have agreed to keep such information strictly confidential and to use such information only for evaluating such party’s investment or potential investment in the Notes, (2) its attorneys and outside auditors which have agreed to keep such information strictly confidential and to use such information only for evaluating such party’s investment or possible investment in the Notes, or (3) a regulatory or self-regulatory authority pursuant to applicable law or regulation or (B) by judicial process; provided, that it may disclose to any and all Persons without limitation of any kind, the tax treatment and tax structure of the transaction and any related tax strategies to the extent necessary to prevent the transaction from being described as a “confidential transaction” under U.S. Treasury Regulations Section 1.6011-4(b)(3)); and (iv) who is not a Competitor).
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Manager.  Pursuant to the Management Agreement, the Manager has agreed to provide certain reports, notices, instructions and other services on behalf of the Master Issuer.  The Holders by their acceptance of the Notes consent to the provision of such reports and notices to the Trustee by the Manager in lieu of the Master Issuer.  Any such reports and notices that are required to be delivered to the Holders hereunder shall be delivered by the Trustee.  The Trustee shall have no obligation whatsoever to verify, reconfirm or recalculate any information or material contained in any of the reports, financial statements or other information delivered to it pursuant to this Article IV or the Management Agreement.  All distributions, allocations, remittances and payments to be made by the Trustee or the Paying Agent hereunder or under any Series Supplement or Variable Funding Note Purchase Agreement shall be made based solely upon the most recently delivered written reports and instructions provided to the Trustee or Paying Agent, as the case may be, by the Manager.
 
No Constructive Notice.  Delivery of reports, information, Officer’s Certificates and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information, Officer’s Certificates and documents shall not constitute constructive notice to the Trustee of any information contained therein or determinable from information contained therein, including any Securitization Entity’s, the Manager’s or any other Person’s compliance with any of its covenants under the Indenture, the Notes or any other Related Document (as to which the Trustee is entitled to rely exclusively on the most recent Quarterly Compliance Certificate described above).
 
Article V


ALLOCATION AND APPLICATION OF COLLECTIONS
 
Administration of Accounts and Additional Accounts.  Each Account and any additional accounts described in this Article V, as of the Closing Date and at all times thereafter, shall be (A) an Eligible Account, (B) pledged by the Master Issuer or another Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to Section 3.01 hereof or Section 3.1 of the Guarantee and Collateral Agreement, (C) except as provided in the immediately succeeding sentence, if not established with the Trustee or otherwise controlled by the Trustee under the New York UCC, subject to an Account Control Agreement and (D) subject to the jurisdiction of the State of New York (i) for purposes of the UCC and (ii) for all issues specified in Article 2(1) of the Hague Securities Convention. For any Account required to be subject to an Account Control Agreement on the Closing Date pursuant to the preceding sentence, such Account shall not be in violation of the requirements to be subject to an Account Control Agreement for a period of sixty (60) days following the Closing Date, so long as any amounts on deposit in such Account are transferred on a daily basis to an Account meeting the requirements of the prior sentence.
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Management Accounts and Additional Accounts.
 
(a)          Establishment of the Management Accounts.  The Manager has established and pledged or, in the case of such other accounts as may be established by the Manager from time to time pursuant to the Management Agreement that the Manager designates as a “Management Account” for purposes of the Management Agreement, if such account has not already been established, will establish with and pledge to the Trustee the following management accounts pursuant to the Management Agreement, each of which shall be an Eligible Account and subject to an Account Control Agreement (collectively, the “Management Accounts”):
 
(i)          Securitized Company Restaurant Accounts. One or more accounts maintained in the name of JIB Properties or any successor account established for JIB Properties for such purpose pursuant to thethis Base Indenture and the Management Agreement, including any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.02(b) of this Base Indenture (collectively, the “Securitized Company Restaurant Accounts”);
 
(ii)          Franchisor Capital Accounts. One or more accounts maintained in the name of the Franchisor into which the Franchisor and any Additional Securitization Entity that from time to time acts as the “franchisor” with respect to New Securitized Franchise Agreements and New Securitized Development Agreements entered into by the Additional Securitization Entity may (i) deposit to the Franchisor Capital Accounts the proceeds of capital contributions thereto directed to be made to such account necessary to meet large-franchisor exemptions or similar exemptions under applicable franchise laws therein and (ii) disburse funds from the Franchisor Capital Accounts to fund any loan or advance made in accordance with Section 8.21 of this Base Indenture (collectively, the “Franchisor Capital Accounts”);
 
(iii)          Concentration Accounts. One or more accounts, and may from time to time establish additional accounts, maintained in the name of the Master Issuer, the Franchisor or JIB Properties, as applicable, or any successor account established for the Master Issuer, the Franchisor or JIB Properties, as applicable, for such purpose pursuant to thethis Base Indenture and the Management Agreement, including any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.02(b) of this Base Indenture (the “Concentration Accounts”);
 
(iv)          Asset Disposition Proceeds Account. The account maintained in the name of the Master Issuer or any successor account established for the Master Issuer by the Manager for such purpose pursuant to thethis Base Indenture and the Management Agreement, including any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.02(b) of this Base Indenture (collectively, the “Asset Disposition Proceeds Account”);
 
(v)          Insurance Proceeds Account. The account maintained in the name of the Master Issuer, into which the Manager is required to cause Insurance/Condemnation Proceeds to be deposited (the “Insurance Proceeds Account”); and
 
(vi)          Additional Management Accounts. From time to time, the Master Issuer or any other Securitization Entity (other than the Holding Company Guarantor) may establish additional accounts (each of which shall be an Eligible Account) for the purpose of depositing Collections or funds necessary to meet large-franchisor exemptions or similar exemptions under applicable franchise laws therein (each such account and any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.02(b), an “Additional Management Account”).  Each Additional Management Account that is to be a Franchisor Capital Account or a Securitized Company Restaurant Account shall be designated as such by the Manager.
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Notwithstanding anything to the contrary in this paragraph (a), in the case of any Management Account established after the Closing Date, the applicable Securitization Entity shall be permitted a period of five (5) Business Days after the establishment of such deposit account to cause such deposit account to be subject to an Account Control Agreement.
 
(b)          Administration of the Management Accounts.  All amounts held in the Management Accounts constituting “securities accounts” within the meaning of Section 8-501 of the New York UCC may be invested or reinvested in Eligible Investments by the applicable Securitization Entity (or the Manager on its behalf) and such amounts may be transferred by the applicable Securitization Entity (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments.  Notwithstanding anything herein or in any other Related Document, the applicable Securitization Entity and the Manager shall not transfer any funds into any such investment account until such time as an Account Control Agreement is entered into with respect thereto (if such account is not established with the Trustee or otherwise controlled by the Trustee under the New York UCC).  All income or other gain from such Eligible Investments shall be credited to the related Management Account, and any loss resulting from such investments shall be charged to the related Management Account.  The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.
 
(c)          Earnings from the Management Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Management Accounts shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.11.
 
(d)          No Duty to Monitor.  The Trustee shall have no duty or responsibility to monitor the amounts of deposits into or withdrawals from any Management Account.
 
(e)          Termination and Amendment.  The Manager, on behalf of the applicable Securitization Entities, shall have the authority to close or otherwise terminate any Management Account and to amend or terminate any related Account Control Agreement without the consent of the Control Party, subject to the delivery by the Manager of an Officer’s Certificate to the Control Party and the Trustee (a) stating that such account has been closed or is dormant, (b) there are no remaining Collections or other Collateral credited thereto and (c) the Manager has taken reasonable best efforts (including, if applicable, notifying third parties) to ensure that no Collections or other Collateral will be deposited to such account thereafter. To the extent any Collections or other Collateral are deposited in any such account thereafter, the Manager shall cause such Collections or other Collateral to be transferred within three (3) Business Days (unless such transfer requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days) to an account that is subject to an Account Control Agreement or established with the Trustee.
 
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Senior Notes Interest Reserve Account.
 
(a)          Establishment of the Senior Notes Interest Reserve Account.  The Master Issuer has established with the Trustee the Senior Notes Interest Reserve Account in the name of a Securitization Entity or the Trustee and has pledged such Senior Notes Interest Reserve Account to the Trustee for the benefit of the Senior Noteholders and the Trustee, solely in its capacity as trustee for the Senior Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the foregoing Secured Parties.  The Senior Notes Interest Reserve Account may also serve as a Franchisor Capital Account.  The Senior Notes Interest Reserve Account shall be an Eligible Account.
 
(b)          Administration of the Senior Notes Interest Reserve Account.  All amounts held in the Senior Notes Interest Reserve Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments.  In the absence of written investment instructions hereunder, funds on deposit in the Senior Notes Interest Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof.  All income or other gain from such Eligible Investments shall be credited to the Senior Notes Interest Reserve Account, and any loss resulting from such investments shall be charged to the Senior Notes Interest Reserve Account.  The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.
 
(c)          Earnings from the Senior Notes Interest Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Senior Notes Interest Reserve Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.11.
 
Senior Subordinated Notes Interest Reserve Account.
 
(a)          Establishment of the Senior Subordinated Notes Interest Reserve Account.  The Master Issuer shall, prior to the issuance of any Series of Senior Subordinated Notes, establish with the Trustee the Senior Subordinated Notes Interest Reserve Account in the name of a Securitization Entity or the Trustee and shall pledge such Senior Subordinated Notes Interest Reserve Account to the Trustee for the benefit of the Senior Subordinated Noteholders and the Trustee, solely in its capacity as trustee for the Senior Subordinated Noteholders, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the foregoing Secured Parties.  The Senior Subordinated Notes Interest Reserve Account, once established, shall be an Eligible Account.
 
(b)          Administration of the Senior Subordinated Notes Interest Reserve Account.  All amounts held in the Senior Subordinated Notes Interest Reserve Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments.  In the absence of written investment instructions hereunder, funds on deposit in the Senior Subordinated Notes Interest Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof.  All income or other gain from such Eligible Investments shall be credited to the Senior Subordinated Notes Interest Reserve Account, and any loss resulting from such investments shall be charged to the Senior Subordinated Notes Interest Reserve Account.  The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.
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(c)          Earnings from the Senior Subordinated Notes Interest Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Senior Subordinated Notes Interest Reserve Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.11.
 
Cash Trap Reserve Account.
 
(a)          Establishment of the Cash Trap Reserve Account.  The Trustee shall establish and maintain the Cash Trap Reserve Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties.  The Cash Trap Reserve Account shall be an Eligible Account.
 
(b)          Administration of the Cash Trap Reserve Account.  All amounts held in the Cash Trap Reserve Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments.  In the absence of written investment instructions hereunder, funds on deposit in the Cash Trap Reserve Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof.  All income or other gain from such Eligible Investments shall be credited to the Cash Trap Reserve Account, and any loss resulting from such investments shall be charged to the Cash Trap Reserve Account.  The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.
 
(c)          Earnings from the Cash Trap Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Cash Trap Reserve Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.11.
 
Collection Account.
 
(a)          Establishment of Collection Account.  On or before the Closing Date, the Trustee shall establish the Collection Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties.  The Collection Account shall be an Eligible Account.  Amounts deposited into the Collection Account on or prior to the Closing Date shall be distributed in accordance with the written instruction of the Master Issuer (or the Manager on its behalf).
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(b)          Administration of the Collection Account.  All amounts held in the Collection Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments.  In the absence of written investment instructions hereunder, funds on deposit in the Collection Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof.  All income or other gain from such Eligible Investments shall be credited to the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account.  The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.
 
(c)          Earnings from Collection Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account shall be deemed to be Investment Income on deposit for distribution in accordance with Section 5.12.
 
Collection Account Administrative Accounts.
 
(a)          Establishment of Collection Account Administrative Accounts.  The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, and maintains or will maintain, as applicable, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):
 
(i)          an account no. 12205500 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”);
 
(ii)          an account entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”);
 
(iii)          an account entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”);
 
(iv)          an account no. 12205600 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Commitment Fee Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”);
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(v)          an account no. 12205700 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”);
 
(vi)          an account entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”);
 
(vii)          an account entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”);
 
(viii)          an account no. 12205800 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Interest Amounts (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”);
 
(ix)          an account entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amounts (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Interest Account”);
 
(x)          an account entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Subordinated Notes Quarterly Post‑ARD Contingent Interest Amounts (together with any successor account, the “Subordinated Notes Post-ARD Contingent Interest Account”); and
 
(xi)          an account no. 12205900 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Securitization Operating Expense Account” for the deposit of Securitization Operating Expenses (together with any successor account, the “Securitization Operating Expense Account”).
 
(b)          Administration of the Collection Account Administrative Accounts.  All amounts held in the Collection Account Administrative Accounts shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments.  In the absence of written investment instructions hereunder, funds on deposit in the Collection Account Administrative Accounts shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof.  All income or other gain from such Eligible Investments shall be credited to the related Collection Account Administrative Account, and any loss resulting from such investments shall be charged to the related Collection Account Administrative Account.  The Master Issuer shall not direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.
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(c)          Earnings from the Collection Account Administrative Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Collection Account Administrative Accounts shall be deposited therein and shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.11.
 
Hedge Payment Account.
 
(a)          Establishment of the Hedge Payment Account.  On or before the Series Closing Date of the first Series of Notes issued pursuant to this Base Indenture providing for a Series Hedge Agreement, the Master Issuer, or the Manager on behalf of the Master Issuer, shall establish and maintain with the Trustee the Hedge Payment Account in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties.
 
(b)          Administration of the Hedge Payment Account.  All amounts held in the Hedge Payment Account shall be invested in Eligible Investments at the written direction (which may be standing directions) of the Master Issuer (or the Manager on its behalf) and such amounts may be transferred by the Master Issuer (or the Manager on its behalf) into an investment account for the sole purpose of investing in Eligible Investments.  In the absence of written investment instructions hereunder, funds on deposit in the Hedge Payment Account shall be invested as fully as practicable in one or more Eligible Investments of the type described in clause (b) of the definition thereof.  All income or other gain from such Eligible Investments shall be credited to the Hedge Payment Account, and any loss resulting from such investments shall be charged to the Hedge Payment Account.  The Master Issuer shall not shall direct (or permit) the disposal of any Eligible Investments prior to the maturity thereof if such disposal would result in a loss of any portion of the initial purchase price of such Eligible Investment.
 
(c)          Earnings from the Hedge Payment Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Hedge Payment Account shall be deemed to be Investment Income on deposit for distribution to the Collection Account in accordance with Section 5.11.
 
Trustee as Securities Intermediary.  (a)  The Trustee or other Person holding any Base Indenture Account held in the name of the Trustee for the benefit of the Secured Parties (collectively the “Trustee Accounts”) shall be the “Securities Intermediary.”  If the Securities Intermediary in respect of any Trustee Account is not the Trustee, the Master Issuer shall obtain the express agreement of such other Person to the obligations of the Securities Intermediary set forth in this Section 5.09.
 
(b)          The Securities Intermediary agrees that:
 
(i)          the Trustee Accounts are accounts 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;
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(ii)          the Trustee Accounts are “securities accounts” within the meaning of Section 8-501 of the New York UCC and the Securities Intermediary qualifies as a “securities intermediary” under Section 8-102(a) of the New York UCC;
 
(iii)          all securities or other property (other than cash) underlying any Financial Assets credited to any Trustee Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Trustee Account be registered in the name of the Master Issuer, payable to the Master Issuer or specially indorsed to the Master Issuer;
 
(iv)          all property delivered to the Securities Intermediary pursuant to this Base Indenture will be promptly credited to the appropriate Trustee Account;
 
(v)          each item of property (whether investment property, security, instrument or cash) credited to a Trustee Account shall be treated as a Financial Asset under Article 8 of the New York UCC;
 
(vi)          if at any time the Securities Intermediary shall receive any entitlement order from the Trustee (including those directing transfer or redemption of any Financial Asset) relating to the Trustee Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by the Master Issuer or any other Person;
 
(vii)            For purposes of all applicable UCCs, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trustee Accounts (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;  For purposes of the Hague Securities Convention, the local law of the jurisdiction of the Trustee as Securities Intermediary is the law of the State of New York;
 
(viii)          the Securities Intermediary has not entered into, and until termination of this Base Indenture, will not enter into, any agreement with any other Person relating to the Trustee Accounts 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 Securities Intermediary has not entered into, and until the termination of this Base Indenture will not enter into, any agreement with the Master Issuer purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.09(b)(vi); and
 
(ix)          except for the claims and interest of the Trustee, the Secured Parties, the Master Issuer and the other Securitization Entities in the Trustee Accounts, neither the Securities Intermediary nor, in the case of the Trustee, any Trust Officer knows of any claim to, or interest in, the Trustee Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary or, in the case of the Trustee, a Trust Officer has Actual Knowledge of the assertion by any other Person of any Lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Trustee Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Servicer, the Manager, the Back-Up Manager and the Master Issuer thereof.
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(c)          At any time after the occurrence and during the continuation of an Event of Default, the Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trustee Accounts and in all Proceeds thereof, and (acting at the direction of the Controlling Class Representative) shall be the only Person authorized to originate entitlement orders in respect of the Trustee Accounts; provided, however, that at all other times the Master Issuer shall, subject to the terms of the Indenture and the other Related Documents, be authorized to instruct the Trustee to originate entitlement orders in respect of the Trustee Accounts.
 
Establishment of Series Accounts; Legacy Accounts.
 
(a)          Establishment of Series Accounts.  To the extent specified in the Series Supplement with respect to any Series of Notes, the Trustee may establish and maintain one or more Series Accounts and/or administrative accounts of any such Series Account in accordance with the terms of such Series Supplement.
 
(b)          Legacy Accounts.  In the case of any mandatory or optional redemption in full of any Series, Class, Subclass or Tranche of Notes issued pursuant to this Base Indenture, on the Notes Discharge Date with respect to such Series, Class, Subclass or Tranche of Notes, the Master Issuer may (but is not required to) elect to have all or any portion of the funds held in any Legacy Account with respect to such Series, Class, Subclass or Tranche of Notes transferred to the applicable distribution account for such Series, Class, Subclass or Tranche of Notes, for application toward the prepayment of such Series, Class, Subclass or Tranche of Notes.  If the Master Issuer does not elect to have such funds so transferred, or if the Master Issuer elects to have only a portion of such funds so transferred, any funds remaining in the applicable Legacy Account after the applicable Notes Discharge Date shall be deposited into the Collection Account for application in accordance with the Priority of Payments.  When the balance of any Legacy Account has been reduced to zero, the Trustee may close such account.  The Trustee shall make the distributions and transfers and shall close any accounts as contemplated by this Section 5.10 pursuant to instructions delivered by the Master Issuer to the Trustee.
 
Deposits, Withdrawals and Collections.
 
(a)          Deposits and Withdrawals to the Management Accounts. The Manager, the Master Issuer, the Franchisor or JIB Properties, as applicable, shall deposit and withdraw available amounts from the respective Management Accounts in accordance with this Section 5.11(a).
 
(i)          Deposits to the Securitized Company Restaurant Accounts.  After the Cut-Off Date, theThe Manager (on behalf of JIB Properties) willshall deposit (or cause to be deposited) the following amounts into the Securitized Company Restaurant Accounts (A) all Securitized Company Restaurant Collections within two (2) Business Days following JIB Properties’ receipt thereof; and (B) all proceeds from credit card and debit card processors or armored carrier providers for Securitized Company Restaurant Collections at Securitized Company Restaurants.
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(ii)          Withdrawals from the Securitized Company Restaurant Accounts.  The Manager may withdraw available amounts on deposit in the Securitized Company Restaurant Accounts at any time in accordance with the Managing Standard and as otherwise set forth in the Related Documents in order to pay (or to reimburse itself to the extent it has paid) any Restaurant Operating Expenses; provided that, after the occurrence and during the continuance of any Warm Back-Up Management Trigger Event, Cash Trapping Period or Rapid Amortization Period, (A) all Restaurant Operating Expenses withdrawn from the Securitized Company Restaurant Accounts shall be withdrawn substantially in accordance with each calendar month budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any Restaurant Operating Expenses from the Securitized Company Restaurant Accounts in excess in any material respect of amounts set forth in the related calendar month budget will be subject to (i) the delivery by the Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager).  All Restaurant Operating Expenses shall be paid, directly or indirectly, only from the Securitized Company Restaurant Accounts.  For each Securitized Company Restaurant located on real property owned by JIB Properties, an amount that is equal to 9.5% of gross sales of such Securitized Company Restaurant (for each restaurant, a “Company Synthetic Lease Payment”) shall be transferred from the Securitized Company Restaurant Account for such Securitized Company Restaurant to the applicable Concentration Account.  JIB Properties will endeavor to make Company Synthetic Lease Payments on the same timing as other Securitized Lease payments received, and at a minimum, all Company Synthetic Lease Payments accrued during any Four-Week Fiscal Period shall be transferred to the applicable Concentration Account no later than the Business Day prior to the Weekly Allocation Date of the first Weekly Collection Period of the immediately succeeding Four-Week Fiscal Period.  In addition, amounts payable by JIB Properties in respect of JIB Properties Company Restaurant IP License Fees, at a rate equal to five percent (5%) of the Gross Sales of each Securitized Company Restaurant, shall be withdrawn from the applicable Securitized Company Restaurant Account and paid to the applicable Concentration Account weekly.
 
(iii)          Deposits to the Concentration Accounts.  Until the Indenture is terminated pursuant to Section 12.01, the Master Issuer, the Franchisor or JIB Properties, as the case may be, shall deposit (or cause to be deposited) the following amounts to the applicable Concentration Account to the extent owed to it or (in the case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified below and, except in the case of Securitized Company Restaurant Accounts, amounts held as Securitized Company Restaurant Working Capital Reserve Amounts):
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(A)          all Securitized Franchisee Payments and any Securitized Franchisee Note Payments shall be deposited directly to a Concentration Account (or, in the case of any misdirected payments, deposited to the applicable Concentration Account) as soon as practicable, and in any event within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt); provided, that for a transition period of up to sixty (60) days following the Closing Date, a portion of Securitized Franchisee Payments and any Securitized Franchisee Note Payments may be paid to the Manager and deposited by the Manager in the applicable Concentration Account within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt);
 
(B)          on or before the second (2nd) Business Day following the last day of each Weekly Collection Period, all Securitized Owned-Property Franchisee Lease Payments, Franchisee Back-to-Back Sublease Payments, Company Synthetic Lease Payments, Non-Branded Restaurant Lease Payments and Non-Securitization Entity Lease Payments (if any) will be deposited directly to a Concentration Account (or, in the case of any misdirected payments, deposited to the applicable Concentration Account) as soon as practicable, and in any event within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt);
 
(C)          all Company Restaurant IP License Fees received under the Company Restaurant IP Licenses will be deposited directly to a Concentration Account (or, in the case of any misdirected payments, deposited to the applicable Concentration Account) as soon as practicable, and in any event within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt);
 
(D)          as soon as practicable, amounts repaid from any tax escrow account held by a third-party landlord with respect to a Securitized Franchisee Back-to-Back Sublease shall be deposited directly to a Concentration Account and, in any event, within five (5) Business Days of receipt by the applicable Securitization Entity;
 
(E)          on or before the tenth (10th) Business Day following the last day of each Four-Week Fiscal Period of the Securitization Entities, an amount, if positive, equal to the Four-Week Fiscal Period Estimated Securitized Company Restaurant Profits Amount plus the Four-Week Fiscal Period Securitized Company Restaurant Profits True-up Amount, from amounts on deposit in the Securitized Company Restaurant Accounts;
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(F)          as soon as practicable, and in any event within three (3) Business Days of receipt, equity contributions, if any, made (directly or indirectly) by any Non-Securitization Entity to the Holding Company Guarantor and by the Holding Company Guarantor to the Master Issuer to the extent such equity contributions are directed to be made to a Concentration Account;
 
(G)          as soon as practicable, and in any event within three (3) Business Days of receipt (unless such deposit requires an international funds transfer, in which case such funds must be deposited to the applicable Concentration Account within five (5) Business Days of receipt), all amounts, received in respect of the Securitization IP, including all license fees (other than the Company Restaurant IP License Fees) and recoveries from the enforcement of the Securitization IP; and
 
(H)          as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Collections not referred to in the preceding clauses other than Indemnification Amounts, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts or to the Collection Account.
 
(iv)          Withdrawals from the Concentration Accounts.  The Manager may, and with respect to clauses (E) and (F) shall, withdraw available amounts on deposit in any Concentration Account to make the following payments and deposits:
 
(A)          on a daily basis, as necessary, to the extent of amounts deposited to any Concentration Account that the Manager determines were required to be deposited to another account or were deposited to such Concentration Account in error;
 
(B)          on a daily basis, as necessary, to distribute any Excluded Amounts;
 
(C)          on a daily basis, as necessary, to make payments of any refunds, credits or other amounts (i) owing to Franchisees under the Franchise Documents, Securitized Owned-Property Franchisee Leases or otherwise, (ii) owing to any third-party under a Non-Branded Restaurant Lease or (iii) owing to any Non-Securitization Entity Company Restaurant;
 
(D)          as and when required to pay (or to transfer to a disbursement account to pay) JIB Back-to-Back Lease Obligations, repay JIB Back-to-Back Lease Obligations Advances or to make payments of refunds, credits or other amounts owing to Franchisees under the Securitized Franchisee Back-to-Back Subleases;
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(E)          on or before 4:00 p.m. (Eastern time) on the Business Day prior to the first Weekly Allocation Date following the first Business Day of each calendar month, the Net Back-to-Back Franchisee Lease Payments received since the prior payment of the Net Back-to-Back Franchisee Lease Payments (or, with respect to the first payment of the Net Back-to-Back Franchisee Lease Payments, since the Closing Date) to the Collection Account; provided that, notwithstanding the foregoing, the Manager will be entitled on each such Weekly Allocation Date to deduct from the amount of such Net Back-to-Back Franchisee Lease Payments that would otherwise be required to be transferred to the Collection Account an amount (the “Lease Reserve Amount”),  not to exceed on any Weekly Allocation Date the greater of (i) $5,000,000 and (ii) 10% of the aggregate Collections attributable to Franchisee Back-to-Back Sublease Payments over the four immediately preceding Quarterly Collection Periods, reasonably anticipated by the Manager to be required to pay JIB Back-to-Back Lease Obligations within the next month (which amount will be retained in the Concentration Account pending application to pay JIB Back-to-Back Lease Obligations or, at the election of the Manager, transferred to the Collection Account on a future date); provided that amounts transferred from the Master Issuer to a Concentration Account from the Residual Amount shall not be included in such calculation; and
 
(F)          on a weekly basis at or prior to 4:00 p.m. (Eastern time) on the Business Day prior to each Weekly Allocation Date, all Retained Collections in excess of the sum of the Lease Reserve Amount and the Securitized Company Restaurant Working Capital Reserve Amount with respect to the preceding Weekly Collection Period then on deposit in the Concentration Accounts to the Collection Account for application to make payments and deposits in the order of priority set forth in the Priority of Payments.
 
(v)          Deposits and Withdrawals from the Asset Disposition Proceeds Account.  Any Asset Disposition Proceeds received by any Securitization Entity shall be deposited promptly following receipt thereof to the Asset Disposition Proceeds Account.  At the election of any Securitization Entity, the Securitization Entities may direct the reinvestment of such Asset Disposition Proceeds (or in the case of investments made with capital of the Master Issuer within the three (3) months prior to the Permitted Asset Disposition, deemed reinvested with such amounts) in Eligible Assets within one (1) calendar year following receipt of such Asset Disposition Proceeds or, with respect to Refranchising Asset Dispositions or  salesales or sale-leasebacks of Securitized Owned Real Property, within three (3) months prior to (in the event that such Securitization Entity elects to retroactively apply such Asset Disposition Proceeds to a past investment) and/or eighteen (18) months following receipt of such Asset Disposition Proceeds (each such period, an “Asset Disposition Reinvestment Period”); provided that after the occurrence and during the continuance of any Rapid Amortization Period, (A) all amounts withdrawn from the Asset Disposition Proceeds Account shall be withdrawn substantially in accordance with a calendar month budget submitted to, and approved by, the Control Party (in consultation with the Back-Up Manager) prior to such withdrawal and (B) withdrawals of any amounts from the Asset Disposition Proceeds Account in excess in any material respect of amounts set forth in the calendar month budget will be subject to (i) the delivery by the Manager to the Control Party and Back-Up Manager of an explanation in reasonable detail for the variance together with related information and (ii) the prior approval of the Control Party (in consultation with the Back-Up Manager).  To the extent such Asset Disposition Proceeds have not been so reinvested in Eligible Assets within the applicable Asset Disposition Reinvestment Period, the Master Issuer shall withdraw an amount equal to all such uninvested Asset Disposition Proceeds promptly (but in no event later than five (5) Business Days) following the expiration of the applicable Asset Disposition Reinvestment Period and deposit such amount to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on such Weekly Allocation Date immediately following the deposit of such Asset Disposition Proceeds to the Collection Account.  In the event that such Securitization Entity has elected not to reinvest such Asset Disposition Proceeds, such Asset Disposition Proceeds shall be deposited to the Collection Account promptly following such decision and applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date. Any Asset Disposition Proceeds deemed reinvested in Eligible Assets will be transferred to the Collection Account where such proceeds will be treated as Collections (and not as Asset Disposition Proceeds) for application on the following Weekly Allocation Date as indicated in the relevant Weekly Manager’s Certificate (or, on and after the Springing Amendments Implementation Date, if delivered in accordance with the terms of the Related Documents, the Omitted Payable Sums Certification).
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(vi)          Deposits and Withdrawals from the Insurance Proceeds Account.  All Insurance/Condemnation Proceeds received by or on behalf of any Securitization Entity in respect of the Securitized Assets shall be deposited promptly following receipt thereof to the Insurance Proceeds Account; provided that up to $1,000,000 of Insurance/Condemnation Proceeds in each calendar year, at the election of the Manager, may be excluded from payment into the Insurance Proceeds Account and shall be treated as Collections.  At the election of such Securitization Entity (as notified by the Manager to the Trustee, the Servicer and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid Amortization Event shall have occurred and is continuing, the Securitization Entities may reinvest such Insurance/Condemnation Proceeds in Eligible Assets and/or to repair or replace the assets in respect of which such proceeds were received, in each case, within one (1) calendar year following receipt of such Insurance/Condemnation Proceeds; provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement.  To the extent such Insurance/Condemnation Proceeds have not been so reinvested within such one (1) calendar year period (each such period, a “Casualty Reinvestment Period”), the Master Issuer shall withdraw an amount equal to all such uninvested Insurance/Condemnation Proceeds no later than the Business Day immediately succeeding the expiration of the applicable Casualty Reinvestment Period and deposit such amounts to the Collection Account to be applied in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.  In the event that such Securitization Entity has elected to not reinvest such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall instead be deposited to the Collection Account promptly following such decision to pay principal of each Series of Notes Outstanding in accordance with priority (i) of the Priority of Payments on the following Weekly Allocation Date.
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(b)          Deposits to the Collection Account.  In addition to the deposit of funds from the Concentration Accounts in accordance with Section 5.11(a)(iv) and the deposit of funds from the Securitized Company Restaurant Accounts in accordance with Section 5.11(a)(ii), the Manager (or with respect to deposits in connection with an Interest Reserve Release Event, the Trustee at the direction of the Manager) will also deposit or cause to be deposited to the Collection Account the following amounts, in each case promptly after receipt (unless otherwise specified below):
 
(i)          Indemnification Amounts within two (2) Business Days following either (i) the receipt by the Manager of such amounts if Jack in the Box Inc. is not the Manager or (ii) if Jack in the Box Inc. is the Manager, the date such amounts become payable by the related Indemnitor under the Management Agreement or any other Related Document, in each case if such Indemnification Amounts are required to be so paid;
 
(ii)          Insurance/Condemnation Proceeds remaining in the Insurance Proceeds Account on the immediately succeeding Business Day following the expiration of the Casualty Reinvestment Period and Insurance/Condemnation Proceeds where the applicable Securitization Entity elects not to reinvest such amounts promptly (but in no event later than five (5) Business Days) upon the later of such election and receipt of such Insurance/Condemnation Proceeds;
 
(iii)          Asset Disposition Proceeds remaining in the Asset Disposition Proceeds Account on the immediately succeeding Business Day following the expiration of the Asset Disposition Reinvestment Period and Asset Disposition Proceeds where the applicable Securitization Entity elects not to reinvest such amounts promptly (but in no event later than five (5) Business Days) upon the later of such election and receipt of such Asset Disposition Proceeds;
 
(iv)          the Series Hedge Receipts, if any, received by the Securitization Entities in respect of any Series Hedge Agreements entered into by the Securitization Entities in connection with the issuance of Additional Notes following the Closing Date upon receipt thereof;
 
(v)          upon the occurrence of any Interest Reserve Release Event, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw the amounts on deposit on the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, and deposit such amount to the Collection Account to the extent that no Senior Notes Interest Reserve Account Deficiency Amount or Senior Subordinated Notes Interest Reserve Account Deficiency Amount, as applicable, is outstanding immediately following such deposit; and
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(vi)          any other amounts required to be deposited to the Collection Account hereunder or under any other Related Documents.
 
The Trustee will deposit or cause to be deposited into the Collection Account amounts obtained by the Trustee or the Control Party on account of or as a result of the exercise by the Trustee or the Control Party of any of its rights under the Indenture, including without limitation under Article IX hereof, upon receipt thereof.
 
(c)          Investment Income.  On a weekly basis at or prior to 4:00 p.m. (Eastern time) on the Business Day prior to each Weekly Allocation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to transfer any Investment Income on deposit in the Indenture Trust Accounts (other than the Collection Account) to the Collection Account for application as Collections on that Weekly Allocation Date.
 
(d)          Payment Instructions.  In accordance with and subject to the terms of the Management Agreement, the Master Issuer shall cause the Manager to cause (i) each Franchisee obligated at any time to make any Securitized Franchisee Payments, Securitized Franchisee Note Payments, Securitized Owned-Property Franchisee Lease Payments or Franchisee Back-to-Back Sublease Payments to a Concentration Account and (ii) any other Person (not an Affiliate of the Master Issuer) obligated at any time to make any payments with respect to the Securitized Assets, including, without limitation, the Securitization IP, to make such payment to a Concentration Account or the Collection Account, as determined by the Master Issuer or the Manager.
 
(e)          Misdirected Collections.  The Master Issuer agrees that if any Collections shall be received by the Master Issuer or any other Securitization Entity in an account other than an Account or in any other manner, such monies, instruments, cash and other proceeds will not be commingled by the Master Issuer or such other Securitization Entity with any of their other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by the Master Issuer or such other Securitization Entity for, and, within three (3) Business Days of the identification of such payment, paid over to, the Trustee, with any necessary endorsement.  The Trustee shall withdraw from the Collection Account any monies on deposit therein that the Manager certifies to it and the Servicer are not Retained Collections and pay such amounts to or at the direction of the Manager.  In addition, the Trustee shall withdraw any amounts from the Collection Account that are required to be returned to a deposit bank under any Account Control Agreement and remit such funds in accordance with such Account Control Agreement.  All monies, instruments, cash and other proceeds of the Securitized Assets received by the Trustee pursuant to the Indenture shall be immediately deposited in the Collection Account and shall be applied as provided in this Article V.
 
(f)          Amounts Payable to Account Banks.  On and after the Springing Amendments Implementation Date, to the extent any amounts become payable by the Trustee to an account bank or securities intermediary under an Account Control Agreement with respect to any Management Accounts because any Securitization Entity failed to make one or more payments to an account bank (including, without limitation, indemnity payments, account bank fees and expenses, reimbursement of chargebacks and similar amounts), amounts held in the Collection Account may be withdrawn by the Trustee and paid to such account bank or securities intermediary so long as the Trustee provides notice of such withdrawal to the Manager (with a copy to the Back-Up Manager and the Servicer).
 
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Application of Weekly Collections on Weekly Allocation Dates.  On each Weekly Allocation Date (unless the Manager shall have failed to deliver by 4:30 p.m. (Eastern time) on the Business Day prior to such Weekly Allocation Date the Weekly Manager’s Certificate relating to such Weekly Allocation Date, in which case the application of Retained Collections relating to such Weekly Allocation Date shall occur on the Business Day immediately following the day on which such Weekly Manager’s Certificate is delivered) commencing no later than August 2, 2019, the Trustee shall, (x) prior to the Springing Amendments Implementation Date, based solely on the information contained in the Weekly Manager’s Certificate, or (y) on and after the Springing Amendments Implementation Date, (i) based solely on the information contained in the Weekly Manager’s Certificate or (ii) if delivered in accordance with the terms of the Related Documents, based on information contained in the Omitted Payable Sums Certification to the extent of the information contained therein, in the case of (x) or (y), withdraw the amount on deposit in the Collection Account as of 10:00 a.m. (Eastern time) in respect of such preceding Weekly Collection Period for allocation or payment in the following order of priority:
 
(i)          first, solely with respect to any funds on deposit in the Collection Account on such Weekly Allocation Date consisting of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, in the following order of priority:
 
(A)          to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate); then
 
(B)          to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate); then
 
(C)          if a Class A-1 Notes Amortization Event is continuing, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
 
(D)          to make an allocation to the Senior Notes Principal Payment Account to prepay the Outstanding Principal Amount of all Senior Notes of all Series other than Class A-1 Notes until paid in full; then
 
(E)          provided clause (C) does not apply, to make an allocation to the Senior Notes Principal Payment Account, to prepay, until paid in full, and permanently reduce the commitments under all Class A-1 Notes on a pro rata basis based on commitment amounts and to cash collateralize any outstanding letters of credit; then
 
(F)          to make an allocation to the Senior Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Senior Subordinated Notes; and then
 
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(G)          to make an allocation to the Subordinated Notes Principal Payment Account, to prepay, until paid in full, the Outstanding Principal Amount of all Subordinated Notes;
 
provided that any prepayments pursuant to clauses (C), (D), (E), (F) or (G) of this clause first shall be made on the Quarterly Payment Date indicated in the Weekly Manager’s Certificate;
 
(ii)          second, (A) to reimburse the Trustee, and then, the Servicer, for any unreimbursed Advances (and accrued interest thereon at the Advance Interest Rate), then (B) to reimburse the Manager for any unreimbursed Manager Advances (and accrued interest thereon at the Advance Interest Rate), and then (C) to pay the Servicer all Servicing Fees, Liquidation Fees, if any, and Workout Fees, if any, for such Weekly Allocation Date;
 
(iii)          third, to pay Successor Manager Transition Expenses, if any;
 
(iv)          fourth, to pay the Weekly Management Fee to the Manager;
 
(v)          fifth, pro rata,
 
(A)          to deposit to the Securitization Operating Expense Account, an amount equal to any previously accrued and unpaid Securitization Operating Expenses together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date, in an aggregate amount not to exceed the Capped Securitization Operating Expense Amount with respect to the annual period in which such Weekly Allocation Date occurs after giving effect to all deposits previously made to the Securitization Operating Expense Account in such period, to be distributed pro rata based on the amount of each type of Securitization Operating Expense payable on such Weekly Allocation Date pursuant to this priority (v);
 
(B)          so long as an Event of Default has occurred and is continuing, to pay to the Trustee the Post-Default Capped Trustee Expenses Amount for such Weekly Allocation Date;
 
(C)          after a Mortgage Preparation Event, to the payment of any Mortgage Preparation Fees incurred by the Master Issuer, the Manager or the Servicer, as applicable; and
 
(D)          after a Mortgage Recordation Event, to the Trustee, all Mortgage Recordation Fees;
 
(vi)          sixth, to deposit to the applicable Indenture Trust Account, ratably according to the amounts required to be deposited as set forth in subclauses (A) through (C) below, the following amounts until the amount required to be deposited pursuant to each of subclauses (A) through (C) below is deposited in full:
 
(A)          to allocate to the Senior Notes Interest Payment Account for each Series of Senior Notes, pro rata by amount due within each Series, an amount equal to the Senior Notes Accrued Quarterly Interest Amount;
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(B)          to allocate to the Class A-1 Notes Commitment Fees Account, the Class A-1 Notes Accrued Quarterly Commitment Fee Amount; and
 
(C)          to allocate to the Hedge Payment Account, the amount of the accrued and unpaid Series Hedge Payment Amount, if any, payable on or before the next Quarterly Payment Date to a Hedge Counterparty, if any; provided that the deposit to the Hedge Payment Account pursuant to this subclause (C) will exclude any termination payment payable to a Hedge Counterparty, if any;
 
(vii)          seventh, to pay to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement an amount equal to the Capped Class A-1 Notes Administrative Expenses Amount due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date, pro rata based on the amounts owed under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
 
(viii)          eighth, to allocate to the Senior Subordinated Notes Interest Payment Account, an amount equal to the Senior Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Senior Subordinated Notes;
 
(ix)          ninth, first, to deposit in the Senior Notes Interest Reserve Account, an amount equal to any Senior Notes Interest Reserve Account Deficiency Amount; and second, to deposit in the Senior Subordinated Notes Interest Reserve Account, an amount equal to any Senior Subordinated Notes Interest Reserve Account Deficiency Amount; provided, however, that no amounts, with respect to any Series of Notes, will be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to this priority (ix) on any Weekly Allocation Date that occurs during the Quarterly Collection Period immediately preceding the Series Legal Final Maturity Date relating to such Series of Notes;
 
(x)          tenth, to allocate to the Senior Notes Principal Payment Account an amount equal to the sum of (1) any Senior Notes Accrued Quarterly Scheduled Principal Amount, (2) any Senior Notes Quarterly Scheduled Principal Deficiency Amount and (3) amounts then known by the Manager that will become due under each Variable Funding Note Purchase Agreement prior to the immediately succeeding Quarterly Payment Date with respect to the cash collateralization of letters of credit issued under each Variable Funding Note Purchase Agreement;
 
(xi)          eleventh, to pay any Supplemental Management Fee, together with any previously accrued and unpaid Supplemental Management Fee;
 
(xii)          twelfth, so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, to the Senior Notes Principal Payment Account to allocate to the Class A-1 Notes, on a pro rata basis based on commitment amounts, in an amount sufficient to reduce the Outstanding Principal Amount of all Class A-1 Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account allocable to the Class A-1 Notes;
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(xiii)          thirteenth, so long as (x) no Rapid Amortization Period is continuing and (y) such Weekly Allocation Date occurs during a Cash Trapping Period, to deposit into the Cash Trap Reserve Account an amount equal to the Cash Trapping Amount, if any, on such Weekly Allocation Date;
 
(xiv)          fourteenth, so long as a Rapid Amortization Period is continuing, to allocate first, to the Senior Notes Principal Payment Account to allocate to the Class A Notes (sequentially, in alphanumerical order of Class A Notes) in an amount sufficient to reduce the Outstanding Principal Amount of the Class A Notes to zero and to fully cash collateralize all outstanding letters of credit thereunder on the next Quarterly Payment Date after giving effect to all deposits in the Senior Notes Principal Payment Account, and second, to the Senior Subordinated Notes Principal Payment Account in an amount sufficient to reduce the Outstanding Principal Amount of the Senior Subordinated Notes to zero (sequentially, in alphanumerical order of the Senior Subordinated Notes) on the next Quarterly Payment Date after giving effect to all deposits in the Senior Subordinated Notes Principal Payment Account;
 
(xv)          fifteenth, so long as no Rapid Amortization Period is continuing, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to the sum of (1) the Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and (2) the Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
 
(xvi)          sixteenth, to deposit to the Securitization Operating Expense Account an amount equal to any accrued and unpaid Securitization Operating Expenses (together with any Securitization Operating Expenses that are expected to be payable prior to the immediately following Weekly Allocation Date) in excess of the Capped Securitization Operating Expense Amount after giving effect to priority  (v) above;
 
(xvii)          seventeenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Excess Class A-1 Notes Administrative Expenses Amounts due under each Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement on such Weekly Allocation Date;
 
(xviii)          eighteenth, to each Class A-1 Administrative Agent pursuant to the related Variable Funding Note Purchase Agreement for payment of the Class A-1 Notes Other Amounts due under such Variable Funding Note Purchase Agreement for such Weekly Allocation Date pro rata based on amounts due under each such Variable Funding Note Purchase Agreement;
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(xix)          nineteenth, to allocate to the Subordinated Notes Interest Payment Account, an amount equal to the Subordinated Notes Accrued Quarterly Interest Amount, if any, in respect of the Subordinated Notes;
 
(xx)          twentieth, so long as no Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, (1) an amount equal to the Subordinated Notes Accrued Quarterly Scheduled Principal Amount, if any, and then (2) an amount equal to the Subordinated Notes Quarterly Scheduled Principal Deficiency Amount, if any;
 
(xxi)          twenty-first, so long as a Rapid Amortization Period is continuing, to allocate to the Subordinated Notes Principal Payment Account, with respect to the Subordinated Notes (to be allocated sequentially, in alphanumerical order of the Subordinated Notes) until the Outstanding Principal Amount of the Subordinated Notes will be reduced to zero on the next Quarterly Payment Date after giving effect to all deposits in the Subordinated Notes Principal Payment Account;
 
(xxii)          twenty-second, to allocate to the Senior Notes Post-ARD Contingent Interest Account, any Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount for such Weekly Allocation Date;
 
(xxiii)          twenty-third, to allocate to the Senior Subordinated Notes Post-ARD Contingent Interest Account, any Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
 
(xxiv)          twenty-fourth, to allocate to the Subordinated Notes Post-ARD Contingent Interest Account, any Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount, for such Weekly Allocation Date;
 
(xxv)          twenty-fifth, to deposit to the Hedge Payment Account, (A) any accrued and unpaid Series Hedge Payment Amount that constitutes a termination payment payable to a Hedge Counterparty and (B) any other amount payable to a Hedge Counterparty, pursuant to the related Series Hedge Agreement, in each case pro rata to each Hedge Counterparty, if any, according to the amount due and payable to each of them;
 
(xxvi)          twenty-sixth, to allocate to the Senior Notes Principal Payment Account an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Notes;
 
(xxvii)          twenty-seventh, to allocate to the Senior Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Senior Subordinated Notes;
 
(xxviii)          twenty-eighth, to allocate to the Subordinated Notes Principal Payment Account, an amount equal to any unpaid premiums and make-whole prepayment premiums with respect to Subordinated Notes;
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(xxix)          twenty-ninth, to make any other payments to or for the benefit of any Series of Notes as provided in the related Series Supplement; and
 
(xxx)          thirtieth, to pay the Residual Amount at the direction of the Master Issuer.
 
Quarterly Payment Date Applications.
 
(a)          Senior Notes Interest Payment Account.
 
(i)          On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Senior Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period (or, to the extent necessary to cover any Class A-1 Interest Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated to the Senior Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts.
 
(ii)          If the amount of funds allocated to the Senior Notes Interest Payment Account referred to in subclause (i) with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the accrued and unpaid Senior Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event shall be triggered and any funds reallocated as a result thereof into the Senior Notes Interest Payment Account shall be distributed in accordance with subclause (i) above. If such insufficiency is not eliminated following the reallocation of funds as a result of the Quarterly Reallocation Event, the Master Issuer shall instruct the Trustee in writing to withdraw an amount equal to any remaining insufficiency from first, the Senior Notes Interest Reserve Account to the extent of funds on deposit therein and second, from funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts pursuant to subclause (i); provided that in the event amounts on deposit in the Senior Notes Interest Reserve Account or funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes are required to be withdrawn in connection with the Class A-1 Quarterly Commitment Fee Amount insufficiency, such amounts shall be allocated ratably based on the respective insufficiencies toward which such amounts are required to be allocated.
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(iii)          If the result of (i) the accrued and unpaid Senior Notes Quarterly Interest Amount for the Interest Accrual Period with respect to each Class of Senior Notes ending most recently prior to the next succeeding Quarterly Payment Date over (ii) the amount that will be available to make payments of interest on the Senior Notes in accordance with subclauses (i) and (ii) above on such Quarterly Payment Date, is greater than zero (a “Senior Notes Quarterly Interest Shortfall Amount”), then in accordance with the terms and conditions of the Servicing Agreement, by 3:00 p.m. (Eastern time) on the Business Day preceding such Quarterly Payment Date, the Servicer shall make a Debt Service Advance in such amount unless the Servicer notifies the Master Issuer, the Manager, the Back-Up Manager and the Trustee by such time that (i) it has, reasonably and in good faith, determined such Debt Service Advance (and interest thereon) is a Nonrecoverable Advance or (ii) on and after the Springing Amendments Implementation Date, an Advance Suspension Period is then in effect.  If the Servicer fails to make such Debt Service Advance (unless the(i) prior to the Springing Amendments Implementation Date, the Servicer has, reasonably and in good faith, determined that such Debt Service Advance (and interest thereon) would be a Nonrecoverable Advance or (ii) on and after the Springing Amendments Implementation Date, the Servicer has, in accordance with the Servicing Standard, determined that such Debt Service Advance (and interest thereon) would be a Nonrecoverable Advance or an Advance Suspension Period is then in effect), pursuant to Section 10.01(k), the Trustee shall make the Debt Service Advance unless it determines that (i) such Debt Service Advance (and interest thereon) is a Nonrecoverable Advance or (ii) on and after the Springing Amendments Implementation Date, an Advance Suspension Period is in effect.  In determining whether any Debt Service Advance (and interest thereon) is a Nonrecoverable Advance, the Trustee may conclusively rely on the determination of the Servicer.  All Debt Service Advances shall be deposited into the Senior Notes Interest Payment Account. If, after giving effect to all Debt Service Advances made with respect to any Quarterly Payment Date, the Senior Notes Quarterly Interest Shortfall Amount with respect to such Quarterly Payment Date remains greater than zero, then the payment of the Senior Notes Quarterly Interest Amount as reduced by such Senior Notes Quarterly Interest Shortfall Amount to be distributed on such Quarterly Payment Date to the Senior Notes shall be paid to the Senior Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the amount of the Senior Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Senior Notes Quarterly Interest Shortfall Amount.  An additional amount of interest may accrue on the Senior Notes Quarterly Interest Shortfall Amount for each subsequent Interest Accrual Period until the Senior Notes Quarterly Interest Shortfall Amount is paid in full, as set forth in the Series Supplement for such Series.
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(b)          Class A-1 Notes Commitment Fees Account.
 
(i)          On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Class A-1 Notes Commitment Fees Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period (or, to the extent necessary to cover any Class A-1 Commitment Fee Adjustment Amount, the then-current Quarterly Collection Period), and, if applicable, funds allocated to the Class A-1 Notes Commitment Fees Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the applicable Class A-1 Notes, up to the Class A-1 Quarterly Commitment Fee Amount accrued and unpaid with respect to the applicable Class A-1 Notes, pro rata among each Series of Class A-1 Notes based upon the Class A-1 Quarterly Commitment Fee Amount payable with respect to each such Series, and deposit such funds into the applicable Series Distribution Account.
 
(ii)          If the amount of funds allocated to the Class A-1 Notes Commitment Fees Account referred to in subclause (i) with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the accrued and unpaid Class A-1 Quarterly Commitment Fee Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Class A-1 Notes Commitment Fees Account shall be distributed in accordance with subclause (i) above.  If such insufficiency is not eliminated following the reallocation of funds as set forth in Section 5.13(p), the Master Issuer shall instruct the Trustee in writing to withdraw an amount equal to any remaining insufficiency from first, the Senior Notes Interest Reserve Account to the extent of funds on deposit therein and second, from funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes, and deposit such funds into the Senior Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts pursuant to subclause (i); provided that in the event amounts on deposit in the Senior Notes Interest Reserve Account or funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Notes are required to be withdrawn in connection with the Senior Notes Quarterly Interest Amount insufficiency, such amounts shall be allocated ratably based on the respective insufficiencies toward which such amounts are required to be allocated.
 
(iii)          If the result of (i) the accrued and unpaid Class A-1 Quarterly Commitment Fee Amounts for the Interest Accrual Period ending most recently prior to the next succeeding Quarterly Payment Date over (ii) the amount that shall be available to make payments on the Class A-1 Quarterly Commitment Fee Amount in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Class A-1 Quarterly Commitment Fees Shortfall Amount”), then such amount available to be distributed on such Quarterly Payment Date to the Class A-1 Notes shall be paid to the Class A-1 Notes, pro rata among each Series of Class A-1 Notes based upon the amount of Class A-1 Quarterly Commitment Fee Amounts payable with respect to each such Series of Class A-1 Notes; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Class A-1 Quarterly Commitment Fees Shortfall Amount.  An additional amount of interest may accrue on each such Class A-1 Quarterly Commitment Fees Shortfall Amount for each subsequent Interest Accrual Period until each such Class A-1 Quarterly Commitment Fees Shortfall Amount is paid in full, as set forth in the Series Supplement for such Series or Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.
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(c)          Senior Subordinated Notes Interest Payment Account.
 
(i)          To the extent any Series of Senior Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Senior Subordinated Notes Interest Payment Account, on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Senior Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Senior Subordinated Notes, up to the accrued and unpaid Senior Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Subordinated Notes of the same alphanumerical designation based upon the amount of the Senior Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts.
 
(ii)          If the amount of funds allocated to the Senior Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Senior Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Senior Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above.  If such insufficiency is not eliminated following the reallocation of funds as set forth in Section 5.13(p), the Master Issuer shall instruct the Trustee in writing to withdraw an amount equal to any remaining insufficiency from first, the Senior Subordinated Notes Interest Reserve Account to the extent of funds on deposit therein and second, from funds available to be drawn under any Interest Reserve Letter of Credit relating to the Senior Subordinated Notes, and deposit such funds into the Senior Subordinated Notes Interest Payment Account for further deposit to the applicable Series Distribution Accounts pursuant to subclause (i).
 
(iii)          If the result of (i) the accrued and unpaid Senior Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Senior Subordinated Notes on such Quarterly Payment Date in accordance with subclauses (i) and (ii) above, is greater than zero (a “Senior Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Senior Subordinated Notes shall be paid to the Senior Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Senior Subordinated Notes of the same alphanumerical designation based upon the amount of the Senior Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Senior Subordinated Notes Quarterly Interest Shortfall.  An additional amount of interest may accrue on the Senior Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Senior Subordinated Notes Quarterly Interest Shortfall is paid in full, as set forth in the Series Supplement for such Series.
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(d)          Senior Notes Principal Payment Account.
 
(i)          On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Senior Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, to be paid for the benefit of (A) in the case of funds allocated pursuant to priority (i) of the Priority of Payments, the Holders of each applicable Class of Senior Notes up to the aggregate amount of Indemnification Amounts, Asset Disposition Proceeds and Insurance/Condemnation Proceeds in the order of priority set forth in priority (i) of the Priority of Payments and (B) in the case of funds allocated pursuant to priorities (x), (xii), (xiv) and (xxvi) of the Priority of Payments and subclause (ii) below, if applicable, excluding any applicable Principal Release Amounts, the Holders of each applicable Class of Senior Notes in the order of priority set forth in the Priority of Payments with respect to such priorities (x), (xii), (xiv) and (xxvi), in the order and proportions such Notesfunds are to be allocated fundsto such Notes in accordance with the Priority of Payments, and deposit such funds into the applicable Series Distribution Account.
 
(ii)          If the aggregate amount of funds allocated to the Senior Notes Principal Payment Account pursuant to priorities (x), (xii), (xiv) and (xxvi) of the Priority of Payments on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the sum (without duplication) of (A) the Senior Notes Quarterly Scheduled Principal Amounts or any Senior Notes Quarterly Scheduled Principal Deficiency Amounts due with respect to each applicable Class of Senior Notes on such Quarterly Payment Date, (B) so long as no Rapid Amortization Period is continuing, if a Class A-1 Notes Amortization Event has occurred and is continuing, the Outstanding Principal Amount of theall Class A-1 Notes and (C) if a Rapid Amortization Event has occurred and is continuing, the Outstanding Principal Amount of the Senior Notes, on the next Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Senior Notes Principal Payment Account shall be distributed in accordance with subclause (i) above.
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(iii)          If any payment of principal of any Class A-1 Notes of any Series pursuant to subclause (i) above is required pursuant to the Series Supplement for such Series or Variable Funding Note Purchase Agreement to be deposited with the applicable L/C Provider to serve as collateral and act as security (the “Cash Collateral”) for any obligations of the Master Issuer relating to letters of credit issued thereunder (the “Collateralized Letters of Credit”), then upon the expiration of the Collateralized Letters of Credit the Cash Collateral shall be remitted to the Master Issuer in accordance with such Series Supplement or Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.
 
(e)          Senior Subordinated Notes Principal Payment Account.
 
(i)          To the extent any Series of Senior Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Senior Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, to be paid for the benefit of (A) in the case of funds allocated pursuant to priority (i) of the Priority of Payments, the Holders of each applicable Class of Senior Subordinated Notes up to the aggregate amount of Indemnification Amounts, Asset Disposition Proceeds and Insurance/Condemnation Proceeds in the order of priority set forth in priority (i) of the Priority of Payments and (B) in the case of funds allocated pursuant to priorities (xiv), (xv) and (xxvii) of the Priority of Payments, and subclause (ii) below, if applicable, excluding any applicable Principal Release Amounts, the Holders of each applicable Class of Senior Subordinated Notes in the order of priority set forth in the Priority of Payments with respect to such priorities (xiv), (xv) and (xxvii), in each case sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Senior Subordinated Notes of such Class, and deposit such funds into the applicable Series Distribution Account.
 
(ii)          If the aggregate amount of funds allocated to the Senior Subordinated Notes Principal Payment Account pursuant to priorities (xiv), (xv) and (xxvii) of the Priority of Payments on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the sum (without duplication) of (A) the Senior Subordinated Notes Quarterly Scheduled Principal Amount and any Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amounts due with respect to each applicable Class of Senior Subordinated Notes on such Quarterly Payment Date and (B) if a Rapid Amortization Period is continuing, the Outstanding Principal Amount of the Senior Subordinated Notes, on the next Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Senior Subordinated Notes Principal Payment Account shall be distributed in accordance with subclause (i) above.
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(f)          Subordinated Notes Interest Payment Account.
 
(i)          To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Subordinated Notes Interest Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Interest Payment Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of the Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class, and deposit such funds into the applicable Series Distribution Accounts.
 
(ii)          If the amount of funds allocated to the Subordinated Notes Interest Payment Account referred to in subclause (i) is insufficient to pay the accrued and unpaid Subordinated Notes Quarterly Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Interest Payment Account shall be distributed in accordance with subclause (i) above.
 
(iii)          If the result of (i) the accrued and unpaid Subordinated Notes Quarterly Interest Amounts due on such Quarterly Payment Date over (ii) the amount that shall be available to make payments of interest on the Subordinated Notes in accordance with subclauses (i) and (ii) on such Quarterly Payment Date, is greater than zero (a “Subordinated Notes Quarterly Interest Shortfall”), then such amount available to be distributed on such Quarterly Payment Date to the Subordinated Notes shall be paid to each Class of Subordinated Notes, sequentially in order of alphanumerical designation and pro rata among each Class of Subordinated Notes of the same alphanumerical designation based upon the amount of the Subordinated Notes Quarterly Interest Amount payable with respect to each such Class; provided that such reduction shall not be deemed to be a waiver of any default caused by the existence of such Subordinated Notes Quarterly Interest Shortfall.  An additional amount of interest may accrue on the Subordinated Notes Quarterly Interest Shortfall for each subsequent Interest Accrual Period until the Subordinated Notes Quarterly Interest Shortfall is paid in full, as specified in the Series Supplement for such Series.
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(g)          Subordinated Notes Principal Payment Account.
 
(i)          To the extent any Series of Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date, after giving effect to any allocations set forth in the Priority of Payments on such date, the funds allocated to the Subordinated Notes Principal Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, to be paid for the benefit of (A) in the case of funds allocated pursuant to priority (i) of the Priority of Payments, the Holders of each applicable Class of Subordinated Notes up to the aggregate amount of Indemnification Amounts, Asset Disposition Proceeds and Insurance/Condemnation Proceeds in the order of priority set forth in priority (i) of the Priority of Payments and (B) in the case of funds allocated pursuant to priorities (xx), (xxi) and (xxviii) of the Priority of Payments, and subclause (ii) below, if applicable, excluding any applicable Principal Release Amounts, the Holders of each applicable Class of Subordinated Notes in the order of priority set forth in the Priority of Payments with respect to such priorities (xx), (xxi) and (xxviii), in each case sequentially in order of alphanumerical designation and pro rata among each such Class of Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Subordinated Notes of such Class and deposit such funds into the applicable Series Distribution Account.
 
(ii)          If the aggregate amount of funds allocated to the Subordinated Notes Principal Payment Account pursuant to priorities (xx), (xxi) and (xxviii) of the Priority of Payments on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the sum (without duplication) of (A) the Subordinated Notes Quarterly Scheduled Principal Amounts and any Subordinated Notes Quarterly Scheduled Principal Deficiency Amounts due with respect to each applicable Class of Subordinated Notes on such Quarterly Payment Date and (B) if a Rapid Amortization Period is continuing, the Outstanding Principal Amount of the Subordinated Notes, on the next Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Principal Payment Account shall be distributed in accordance with subclause (i) above.
 
(h)          Senior Notes Post-ARD Contingent Interest Account.
 
(i)          On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date the funds allocated to the Senior Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Senior Notes Post-ARD Contingent Interest Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of each applicable Class of Senior Notes, up to the accrued and unpaid Senior Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Notes of the same alphanumerical designation based upon the Senior Notes Quarterly Post-ARD Contingent Interest Amount payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.
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(ii)          If the aggregate amount of funds allocated to the Senior Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the Senior Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Senior Notes Post-ARD Contingent Interest Account shall be distributed in accordance with subclause (i) above.
 
(i)          Senior Subordinated Notes Post-ARD Contingent Interest Account.
 
(i)          To the extent any Series of Senior Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date the funds allocated to the Senior Subordinated Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, the funds allocated to the Senior Subordinated Notes Post-ARD Contingent Interest Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of each applicable Class of Senior Subordinated Notes, up to the accrued and unpaid Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each such Class of Senior Subordinated Notes of the same alphanumerical designation based upon the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.
 
(ii)          If the aggregate amount of funds allocated to the Senior Subordinated Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period pursuant to subclause (i) above is insufficient to pay the Senior Subordinated Notes Quarterly Post‑ARD Contingent Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Senior Subordinated Notes Post-ARD Contingent Interest Account shall be distributed in accordance with subclause (i) above.
 
(j)          Subordinated Notes Post-ARD Contingent Interest Account.
 
(i)          To the extent any Series of Senior Subordinated Notes has been issued, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date the funds allocated to the Subordinated Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period, and, if applicable, funds allocated to the Subordinated Notes Post-ARD Contingent Interest Account pursuant to subclause (ii) below, to be paid for the benefit of the Holders of each applicable Class of Subordinated Notes, up to the accrued and unpaid Subordinated Notes Quarterly Post‑ARD Contingent Interest Amount due on such Quarterly Payment Date, sequentially in order of alphanumerical designation and pro rata among each such Class of Subordinated Notes of the same alphanumerical designation based upon the Subordinated Notes Quarterly Post-ARD Contingent Interest Amount payable on each such Class, and deposit such funds into the applicable Series Distribution Accounts.
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(ii)          If the aggregate amount of funds allocated to the Subordinated Notes Post-ARD Contingent Interest Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period pursuant to subclause (i) above is insufficient to pay the Subordinated Notes Quarterly Post-ARD Contingent Interest Amount due on such Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Subordinated Notes Post-ARD Contingent Interest Account shall be distributed in accordance with subclause (i) above.
 
(k)          Amounts on Deposit in the Senior Notes Interest Reserve Account, the Senior Subordinated Notes Interest Reserve Account and the Cash Trap Reserve Account.
 
(i)          On each Quarterly Calculation Date (A) preceding a Quarterly Payment Date that is a Cash Trapping Release Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on such Quarterly Payment Date from funds then on deposit in the Cash Trap Reserve Account an amount equal to the applicable Cash Trapping Release Amount and (B) preceding the first Quarterly Payment Date occurring on or after the date on which all Senior Notes and all Senior Subordinated Notes have been paid in full, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date all funds then on deposit in the Cash Trap Reserve Account (in each case, after giving effect to any allocations to be made as of such Quarterly Payment Date from the Cash Trap Reserve Account) and deposit such funds into the Collection Account for distribution in accordance with the Priority of Payments.
 
(ii)          On each Quarterly Calculation Date while a Cash Trapping Period is in effect, the Master Issuer shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date funds allocated to the Cash Trap Reserve Account on each Weekly Allocation Date with respect to the related Quarterly Collection Period and (I) apply such funds on the following Quarterly Payment Date to the extent necessary to pay, in the following order of priority (A) unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate) and (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (II) in the event of a Quarterly Reallocation Event, allocate such funds in excess of the funds required to be paid pursuant to subclause (ii)(I) in accordance with Section 5.13(p) and (III) if a Rapid Amortization Period is continuing or a Rapid Amortization Event will occur on the following Quarterly Payment Date, allocate any remaining funds to the Senior Notes Principal Payment Account until the Outstanding Principal Amount of the Senior Notes is paid in full, and allocate any remaining funds thereafter to the Collection Account for distribution in accordance with the Priority of Payments.
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(iii)          On any Cash Trapping Release Date, the Trustee shall release from the Cash Trap Reserve Account, as directed in writing by the Master Issuer (or the Manager on its behalf), the Cash Trapping Release Amount with respect to such Cash Trapping Release Date and deposit such amount into the Collection Account.
 
(iv)          Amounts on deposit in the Cash Trap Reserve Account will be available to make optional prepayments of principal of the Senior Notes in accordance with the Series Supplement for such Series, at the sole discretion of the Master Issuer (or the Manager acting on its behalf). Any such amounts used to make optional prepayments on a Quarterly Payment Date (1) will be allocated (after giving effect to all other payments to be made as of the related Quarterly Payment Date, including all other releases and payments from the Cash Trap Reserve Account) pursuant to priorities (ii) through (xxviii) of the Priority of Payments (except for priority (xiii) thereof), and then (2) will be allocated to the applicable Series Distribution Accounts to make optional prepayments of principal on the Senior Notes (either (a) if a Class A-1 Notes Amortization Event has occurred and is continuing, first, to prepay and permanently reduce the commitments under all Class A-1 Notes, on a pro rata basis based on commitment amounts and then, to prepay all Senior Notes of all Series other than the Class A-1 Notes in alphanumeric order on a pro rata basis based on principal outstanding or (b) if a Class A-1 Notes Amortization Event is not continuing, to prepay all such Senior Notes of all Series other than the Class A-1 Notes on a pro rata basis based on principal outstanding of the Series of Senior Notes to be optionally prepaid so long as, immediately after giving effect to such prepayment, an amount is retained in the Cash Trap Reserve Account that is equal to the aggregate principal amount outstanding under the Class A-1 Notes at such time); provided that any such optional prepayment will be accompanied by the payment of any make-whole prepayment premiums related thereto, to the extent such prepayment premiums are otherwise payable in connection with the optional prepayment of such Notes in accordance with the Series Supplement for such Series.
 
(v)          If the Master Issuer (or the Manager on its behalf) determines, with respect to any Series of Senior Notes, that the amount to be deposited in any Series Distribution Account in accordance with this Section 5.13 on any Series Legal Final Maturity Date related to such Series of Senior Notes is less than the Outstanding Principal Amount of such Series of Senior Notes, on the Quarterly Calculation Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Notes Interest Reserve Account an amount equal to such insufficiency (and, to the extent the amount in the Senior Notes Interest Reserve Account is insufficient, the Master Issuer (or the Manager on its behalf) shall instruct the Control Party to draw on the applicable Interest Reserve Letter of Credit) and deposit such amount into the applicable Series Distribution Accounts, to be paid to the Senior Notes sequentially in order of alphanumeric designation and pro rata among each Class of Senior Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Senior Notes of each such Class.
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(vi)          If the Master Issuer (or the Manager on its behalf) determines, with respect to any Series of Senior Subordinated Notes, that the amount to be deposited in any Series Distribution Account in accordance with this Section 5.13 on any Series Legal Final Maturity Date related to such Series of Senior Subordinated Notes is less than the Outstanding Principal Amount of such Series of Senior Subordinated Notes, on the Quarterly Calculation Date immediately preceding such Series Legal Final Maturity Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee thereof in writing, and the Trustee shall, in accordance with such instruction on such Series Legal Final Maturity Date, withdraw from the Senior Subordinated Notes Interest Reserve Account an amount equal to such insufficiency (and, to the extent the amount in the Senior Subordinated Notes Interest Reserve Account is insufficient, the Master Issuer (or the Manager on its behalf) shall instruct the Control Party to make a draw on the applicable Interest Reserve Letter of Credit) and deposit such amount into the applicable Series Distribution Accounts, to be paid to the Senior Subordinated Notes sequentially in order of alphanumeric designation and pro rata among each Class of Senior Subordinated Notes of the same alphanumerical designation based upon the Outstanding Principal Amount of the Senior Subordinated Notes of each such Class.
 
(vii)          On any date on which no Senior Notes are Outstanding, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Senior Notes Interest Reserve Account and to deposit all remaining funds into the Collection Account and/or to return any outstanding Interest Reserve Letter of Credit maintained with respect to the Senior Notes Interest Reserve Account to the issuer thereof for cancellation.
 
(viii)          On any date on which no Senior Subordinated Notes are Outstanding, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on such date any funds then on deposit in the Senior Subordinated Notes Interest Reserve Account and to deposit all remaining funds into the Collection Account and/or to return any outstanding Interest Reserve Letter of Credit maintained with respect to the Senior Subordinated Notes Interest Reserve Account to the issuer thereof for cancellation.
 
(ix)          Upon the occurrence of any Interest Reserve Release Event, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to (i) withdraw the aggregate amounts on deposit in the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, and deposit such amount into the Collection Account for distribution in accordance with the Priority of Payments or (ii) replace any Interest Reserve Letter of Credit, and the Trustee or the Control Party on its behalf shall deliver to the Master Issuer any such replaced Interest Reserve Letter of Credit simultaneously with the receipt of any Interest Reserve Letter of Credit in replacement thereof, whether by way of escrow or otherwise, in each case to the extent that no Senior Notes Interest Reserve Account Deficiency Amount or Senior Subordinated Notes Interest Reserve Account Deficiency Amount, as applicable, will be outstanding on the immediately following Weekly Allocation Date.
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(l)          Principal Release Amount.
 
(i)          If a Rapid Amortization Period or Event of Default is continuing, each Principal Release Amount shall be applied in the order set forth in Section 5.13(d)(i), Section 5.13(e)(i) or Section 5.13(g)(i), as applicable, notwithstanding the exclusion of Principal Release Amounts therein.
 
(ii)          So long as no Rapid Amortization Period, Event of Default or Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, and apply such funds on such Quarterly Payment Date to the extent necessary to pay, in the following order of priority, (A) unreimbursed Advances of the Trustee (with interest thereon at the Advance Interest Rate), (B) unreimbursed Advances of the Servicer (with interest thereon at the Advance Interest Rate), (C) unreimbursed Manager Advances (with interest thereon at the Advance Interest Rate), (D) pro rata, Senior Notes Quarterly Interest Amounts, Class A-1 Quarterly Commitment Fee Amounts, and Series Hedge Payment Amounts, and (E) Senior Subordinated Notes Quarterly Interest Amounts, in each case, after giving effect to other amounts available for payment thereof as described in this Section 5.13.  The Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of such Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xx) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes.
 
(iii)          If no Rapid Amortization Period or Event of Default is continuing, but a Class A-1 Notes Amortization Event is continuing, on each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date any Principal Release Amount from the Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account or Subordinated Notes Principal Payment Account, as applicable, to the extent necessary to pay the Outstanding Principal Amount of the applicable Class A-1 Notes, and deposit such funds into the applicable Series Distribution Account for distribution to the Holders of the applicable Class A-1 Notes, pro rata, after giving effect to other amounts available for payment thereof.  The Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to distribute the remainder of the Principal Release Amount, if any, in the priority set forth in the Priority of Payments, beginning at priority (xi), but excluding (i) priority (xv) in the case of a Principal Release Amount with respect to any Series of Senior Subordinated Notes or (ii) priority (xx) in the case of a Principal Release Amount with respect to any Series of Subordinated Notes.
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(m)          Securitization Operating Expense Account.  On or prior to the time specified in Section 4.01(a) hereof for the delivery of an Weekly Manager’s Certificate with respect to an Weekly Allocation Date, the Master Issuer shall instruct the Trustee in writing to withdraw on the related Weekly Allocation Date an amount equal to the lesser of (i) the sum of all Securitization Operating Expenses then due and payable and (ii) the amount on deposit in the Securitization Operating Expense Account after giving effect to any deposits thereto pursuant to the Priority of Payments on such date and apply such funds to pay any Securitization Operating Expenses then due and payable.
 
(n)          Hedge Payment Account.
 
(i)          On each Quarterly Calculation Date, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to withdraw on the related Quarterly Payment Date the funds allocated to the Hedge Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period and, if applicable, funds allocated to the Hedge Payment Account pursuant to subclause (ii) below, up to the accrued and unpaid amount of the Series Hedge Payment Amount, and distribute such funds among each Hedge Counterparty, pro rata based upon the Series Hedge Payment Amount payable to each Hedge Counterparty.
 
(ii)          ifIf the amount of funds allocated to the Hedge Payment Account on each Weekly Allocation Date with respect to the immediately preceding Quarterly Collection Period is insufficient to pay the aggregate accrued and unpaid Series Hedge Payment Amount due and payable since the prior Quarterly Payment Date, then a Quarterly Reallocation Event pursuant to Section 5.13(p) shall be triggered and any funds reallocated as a result thereof into the Hedge Payment Account shall be distributed in accordance with subclause (i) above.
 
(o)          Optional Prepayments.  The Master Issuer shall have the right to optionally prepay the Outstanding Principal Amount of any Series, Class, Subclass or Tranche of Notes, in whole or in part in accordance with the Series Supplement for such Series or, to the extent applicable, the Variable Funding Note Purchase Agreement (such prepayment, an “Optional Prepayment”); provided that following a Series Anticipated Repayment Date for any Series of Notes that remains Outstanding, all optional prepayments must be applied first, pro rata among each Class and Tranche in order of priority, to Senior Notes, second, pro rata among each Class and Tranche in order of priority, to Senior Subordinated Notes and third, pro rata among each Class and Tranche in order of priority, to Subordinated Notes.  Following a Rapid Amortization Event as a result of the event described in clause (b) of the definition of such term, the Master Issuer may make an Optional Prepayment during the Post-ARD Rapid Amortization Cure Period with respect to such Series of Notes (or Class or Tranche thereunder) for purposes of curing such Rapid Amortization Event; provided that as a condition to making such Optional Prepayment, following such Optional Prepayment, there will be no Rapid Amortization Event or Potential Rapid Amortization Event with respect to any Series of Notes (or Class or Tranche thereunder).  The Master Issuer shall instruct the Trustee in writing to withdraw on each applicable optional prepayment date, including such prepayment dates that do not occur on Quarterly Payment Dates, the prepayment amounts on deposit in the applicable Series Distribution Account in accordance with the Series Supplement for such Series or, to the extent applicable, the Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.
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(p)          Quarterly Reallocation Events.  In the event that there exists any shortfall with respect to amounts payable under any subsection of this Section 5.13 that specifically refers to this clause (p) (a “Quarterly Reallocation Event”), then the Master Issuer (or the Manager on its behalf)  shall instruct the Trustee to reallocate on the relevant Quarterly Calculation Date (subject to Section 5.13(k)(ii)) the aggregate funds on deposit in the Specified Indenture Trust Accounts that were allocated during the immediately preceding Quarterly Collection Period to the Specified Indenture Trust Accounts in sequential order in the aggregate amounts due under priorities (vi), (viii), (x), (xii), (xiii), (xiv), (xv), (xix), (xx), (xxi), (xxii), (xxiii), (xxiv), (xxvi), (xxvii), (xxviii) and (xxix) of the Priority of Payments for such Quarterly Collection Period.
 
Determination of Quarterly Interest.  Quarterly payments of interest and fees on each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the Series Supplement for such Series and, to the extent applicable, the Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.
 
Determination of Quarterly Principal.  Quarterly payments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the Series Supplement for such Series and, to the extent applicable, the Variable Funding Note Purchase Agreement, and as set forth in the Quarterly Noteholders’ Report.
 
Prepayment of Principal.  Mandatory prepayments of principal, if any, of each Series of Notes shall be determined, allocated and distributed in accordance with the procedures set forth in the Series Supplement for such Series, and to the extent applicable, the Variable Funding Note Purchase Agreement, in each case, if not otherwise described herein, and as set forth in the Quarterly Noteholders’ Report.
 
Retained Collections Contributions.  With respect to any Quarterly Collection Period, the Master Issuer may designate Retained Collections Contributions made to the Master Issuer during such period to be included in Net Cash Flow, but not more than $7,500,000 in any Quarterly Collection Period or more than $15,000,000 during any period of four (4) consecutive Quarterly Collection Periods or more than $30,000,000 from the Closing Date to the latest Series Legal Final Maturity Date for any Notes Outstanding; provided that any Retained Collections Contribution made shall be excluded from the Net Cash Flow for purposes of calculations undertaken in the following circumstances: (a) to determine compliance with any Series Non-Amortization Test and (b) to determine the New Series Pro Forma DSCR. The amount of any Retained Collections Contribution included in Net Cash Flow for the purpose of calculating the DSCR shall be retained in the Collection Account until the Weekly Allocation Date on which either (i) the DSCR for the period of four (4) Quarterly Collection Periods ended immediately prior to such Weekly Allocation Date is at least 1.75x without giving effect to the inclusion of such Retained Collections Contribution or (ii) such Retained Collections Contribution is required to pay any shortfall in the amounts payable under priorities (ii) through (xxix) of the Priority of Payments, to the extent of any shortfall on such Weekly Allocation Date.
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Interest Reserve Letters of Credit.  The Master Issuer may, in lieu of funding (or as partial replacement for funding) the Senior Notes Interest Reserve Account and/or the Senior Subordinated Notes Interest Reserve Account in the amounts required hereunder, maintain one or more Interest Reserve Letters of Credit issued under a Variable Funding Note Purchase Agreement for the benefit of the Trustee and the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, each in a face amount equal to the amounts required to be funded in respect of such account(s) had such Interest Reserve Letter of Credit not been issued.  Where on any Quarterly Calculation Date the Master Issuer (or the Manager on its behalf) instructs the Trustee to withdraw funds from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, for allocation or payment on the following Quarterly Payment Date, such funds shall be drawn, first, from amounts on deposit in the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, on such Quarterly Calculation Date and second, from amounts available to be drawn under the applicable Interest Reserve Letter of Credit.
 
Each such Interest Reserve Letter of Credit (a) shall name each of the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and the Control Party as the beneficiary thereof; (b) shall allow the Trustee (or the Control Party on the Trustee’s behalf) to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to Section 5.13; (c) shall have an expiration date of no later than ten (10) Business Days prior to the Class A-1 Notes Renewal Date specified in the related Variable Funding Note Purchase Agreement pursuant to which such Interest Reserve Letter of Credit was issued; and (d) shall indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable.
 
If, on the date that is five (5) Business Days prior to the expiration of any such Interest Reserve Letter of Credit, such Interest Reserve Letter of Credit has not been replaced or renewed and the Master Issuer has not otherwise deposited funds into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in the amounts that would otherwise be required had such Interest Reserve Letter of Credit not been issued, the Control Party (on behalf of the Trustee) shall submit a notice of drawing under such Interest Reserve Letter of Credit and use the proceeds thereof to fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account (as directed in writing by the Manager), as applicable, in an amount equal to the Senior Notes Interest Reserve Account Deficiency Amount or the Senior Subordinated Notes Interest Reserve Account Deficiency Amount on such date, as applicable, in each case calculated as if such Interest Reserve Letter of Credit had not been issued.
 
If, on any day an Interest Reserve Letter of Credit is outstanding, such Interest Reserve Letter of Credit becomes an Ineligible Interest Reserve Letter of Credit, then (a) on the fifth (5th) Business Day after such day, either (i) the Master Issuer shall fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, or (ii) the Trustee (at the direction of the Master Issuer) or the Control Party (on the Master Issuer’s behalf) shall submit a notice of drawing under such Interest Reserve Letter(s) of Credit and apply the  proceeds of such drawing to fund such account, in either case in an amount equal to the Senior Notes Interest Reserve Account Deficiency Amount or the Senior Subordinated Notes Interest Reserve Account Deficiency Amount on such date, in each case calculated as if such Interest Reserve Letter(s) of Credit had not been issued or (b) prior to the fifth (5th) Business Day after such day, the Master Issuer shall obtain one or more replacement Interest Reserve Letters of Credit on substantially the same terms as each such Interest Reserve Letter of Credit being replaced.
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In the event an Interest Reserve Letter of Credit has been issued in satisfaction of the Senior Notes Interest Reserve Amount, the Master Issuer shall be entitled to submit an amendment to such Interest Reserve Letter of Credit and/or the excess amount of the related Interest Reserve Letter of Credit may be reduced by delivering a replacement or amended Interest Reserve Letter of Credit to the Control Party reflecting such reduced amount. If the existing Interest Reserve Letter of Credit is amended, the Trustee and the Control Party shall be entitled to execute or acknowledge such amendment based solely on the written confirmation from the Manager (which shall be in the form of an Officer’s Certificate) acting in accordance with the Managing Standard as to the amount reflected in such amendment being at least equal difference between the Senior Notes Interest Reserve Amount and the amount on deposit in the Senior Notes Interest Reserve Account as of the immediately following Weekly Allocation (after the allocation of all amounts on such Weekly Allocation Date pursuant to the Priority of Payments). The Control Party shall (without the consent of the Trustee, any Noteholder, the Controlling Class Representative or any other Secured Party) deliver to the L/C Provider any replaced Interest Reserve Letter of Credit for termination simultaneously with, or promptly after, the receipt by the Control Party of the related replacement Interest Reserve Letter of Credit whether by way of escrow or otherwise, in each case to the extent that after the Control Party’s receipt thereof no Senior Notes Interest Reserve Account Deficiency Amount will exist on the immediately following Weekly Allocation Date (after the allocation of all amounts on such Weekly Allocation Date pursuant to the Priority of Payments).
 
The (i) Trustee (at the direction of the Master Issuer) shall or (ii) the Control Party (at the Master Issuer’s request and on the Master Issuer’s behalf) may submit a notice of drawing under such Interest Reserve Letter of Credit issued by such L/C Provider and the proceeds of any such draw shall be deposited into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable.
 
Upon the occurrence of any Interest Reserve Release Event, the Master Issuer (or the Manager on its behalf) shall instruct the Trustee in writing to either (i) replace any Interest Reserve Letter of Credit, and the Trustee or the Control Party on its behalf shall deliver to the Master Issuer any such replaced Interest Reserve Letter of Credit simultaneously with the receipt of any Interest Reserve Letter of Credit in replacement thereof, whether by way of escrow or otherwise, or (ii) reduce the face amount of any Interest Reserve Letter of Credit in accordance with the relevant terms thereof, and the Trustee or the Control Party on its behalf shall deliver to the relevant issuing bank a letter instructing the issuing bank to reduce the face amount of such Interest Reserve Letter of Credit, in each case, to the extent that no Senior Notes Interest Reserve Account Deficiency Amount or Senior Subordinated Notes Interest Reserve Account Deficiency Amount, as applicable, will be outstanding on the immediately following Weekly Allocation Date, as set forth in an Officer’s Certificate of the Master Issuer (or the Manager on its behalf) delivered to the Trustee, the Control Party and the applicable issuing bank in connection with such written instructions of the Master Issuer (or the Manager on its behalf).
 
Replacement of Ineligible Accounts.  If, at any time, any Management Account or any of the Senior Notes Interest Reserve Account, the Senior Subordinated Notes Interest Reserve Account, the Cash Trap Reserve Account, the Collection Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the Master Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer or cause to be transferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer or cause to be transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Management Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee.  In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the Manager shall, promptly following the establishment of such related new Eligible Account, notify each Franchisee of a change in payment instructions, if any.
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Instructions and Directions.  Any instructions or directions to be provided by the Master Issuer referenced in this Article V may be given by the Manager on behalf of the Master Issuer and (a) with respect to a Quarterly Calculation Date or Quarterly Payment Date, respectively, shall be contained in the applicable Quarterly Noteholders’ Report for such Quarterly Payment Date and (b) with respect to a Weekly Allocation Date shall be contained in the Weekly Manager’s Certificate for such Weekly Allocation Date.
 
Article VI


DISTRIBUTIONS
 
Distributions in General.  (a)  Unless otherwise specified in the Series Supplement for such Series, on each Quarterly Payment Date, the Paying Agent shall pay to the Noteholders of each Series, Class, Subclass or Tranche, as applicable, of record on the preceding Record Date (or in the case of optional prepayments made in accordance with a Series Supplement, the Noteholders of each Series, Class, Subclass or Tranche, as applicable, of record on the applicable prepayment date as specified therein) the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the applicable Series Distribution Account no later than 12:30 p.m. (Eastern time) if a Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Quarterly Payment Date or (ii) by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register if such Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Note shall only be paid upon due presentment and surrender of such Note for cancellation in accordance with the provisions of the Note at the applicable Corporate Trust Office.
 
(b)          Unless otherwise specified in the Series Supplement for such Series, in this Base Indenture or in any applicable Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes within a Series of Notes shall be made from amounts allocated in accordance with the Priority of Payments among each Class of Notes in alphanumerical order (i.e., A-1, A-2, B-1, B-2 and not A-1, B-1, A-2, B-2) and pro rata among Holders of Notes within each Class or Tranche of the same alphanumerical designation; provided, however, that any roman numeral denominated Tranche within an alphanumerical Class of Notes shall be deemed to have the same alphanumerical priority, i.e. “Class A-2-I Notes” will be pari passu and pro rata in right of payment according to the amount then due and payable with respect to “Class A-2-II Notes” except to the extent specified in this Base Indenture, the Series Supplement for such Series or the related Variable Funding Note Purchase Agreement; provided, further, however, that unless otherwise specified in the Series Supplement, in this Base Indenture or in any applicable Variable Funding Note Purchase Agreement, all distributions to Noteholders of all Classes or Tranches within a Series of Notes having the same alphabetical designation shall be pari passu with each other with respect to the distribution of Securitized Assets proceeds resulting from exercise of remedies upon an Event of Default.  The use of Subclass designations or Tranche designations or other designations to differentiate Note characteristics within a Class shall not alter priority or the requirement to pay among the Class pro rata unless expressly provided for in the Series Supplement for the Series that includes such Class.
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(c)          Unless otherwise specified in the Series Supplement for such Series, the Trustee shall distribute all amounts owed to the Noteholders of any Class of Notes pursuant to the instructions of the Master Issuer whether set forth in a Quarterly Noteholders’ Report, Company Order or otherwise.
 
Article VII


REPRESENTATIONS AND WARRANTIES
 
The Master Issuer hereby represents and warrants, for the benefit of the Trustee and the Noteholders, as follows as of the date hereof and as of each Series Closing Date:
 
Existence and Power.  Each Securitization Entity (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary, and (c) has all limited liability company, corporate or other powers and all governmental licenses, authorizations, consents and approvals required (i) to carry on its business as now conducted and (ii) for consummation of the transactions contemplated by the Indenture and the other Related Documents except, in the case of clauses (b) and (c)(i), to the extent the failure to do so would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect.
 
Company and Governmental Authorization.  The execution, delivery and performance by the Master Issuer of this Base Indenture and any Series Supplement and by the Master Issuer and each other Securitization Entity of the other Related Documents to which it is a party (a) is within such Securitization Entity’s limited liability company, corporate or other powers and has been duly authorized by all necessary limited liability company, corporate or other action, (b) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained (other than any actions or filings that may be undertaken after the Closing Date pursuant to the terms of this Base Indenture or any other Related Document, including actions or filings with respect to the Mortgages) and (c) does not contravene, or constitute a default under, any Requirements of Law with respect to such Securitization Entity or any Contractual Obligation with respect to such Securitization Entity or result in the creation or imposition of any Lien on any property of any Securitization Entity (other than Permitted Liens), except for Liens created by this Base Indenture or the other Related Documents, except in the case of clauses (b) and (c) above, solely with respect to the Contribution Agreements, the violation of which would not reasonably be expected to result in a Material Adverse Effect.  This Base Indenture and each of the other Related Documents to which each Securitization Entity is a party has been executed and delivered by a duly Authorized Officer of such Securitization Entity.
 
No Consent.  No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by the Master Issuer of this Base Indenture and any Series Supplement and by the Master Issuer and each other Securitization Entity of any Related Document to which it is a party or for the performance of any of the Securitization Entities’ obligations hereunder or thereunder other than such consents, approvals, authorizations, registrations, declarations or filings (a) as shall have been obtained or made by such Securitization Entity prior to the Closing Date as are permitted to be obtained subsequent to the Closing Date in accordance with Section 7.13, Section 8.25 or Section 8.37 or (b) relating to the performance of any Collateral Business Documents, the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect.
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Binding Effect.  This Base Indenture and each other Related Document to which a Securitization Entity is a party is a legal, valid and binding obligation of each such Securitization Entity enforceable against such Securitization Entity in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).
 
Litigation.  There is no action, suit, proceeding or investigation pending against or, to the knowledge of the Master Issuer, threatened against or affecting any Securitization Entity or of which any property or assets of such Securitization Entity is the subject before any court or arbitrator or any Governmental Authority that (a) would affect the validity or enforceability of this Base Indenture or any Series Supplement or (b) either individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect.
 
ERISA.  During the five-year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan, no ERISA Event has occurred which would reasonably be expected to have a Material Adverse Effect. . No Securitization Entity has any contingent liability with respect to any post-retirement welfare benefits under a Welfare Plan, other than liability (i) for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA or other applicable continuation of coverage laws or (ii) that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  Each Employee Benefit Plan for which any Securitization Entity has any liability (excluding a Multiemployer Plan) presently complies and has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations, including ERISA and the Code, except for such instances of noncompliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  No “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Benefit Plan, other than transactions effected pursuant to a statutory or administrative exemption or such transactions as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.  Except as would not reasonably be expected to result in a Material Adverse Effect, each such Employee Benefit Plan for which any Securitization Entity has any liability that is intended to be qualified under Section 401(a) of the Code is the subject of a current favorable determination or opinion letter from the IRS regarding such qualification (or an application for such a letter is currently pending) and nothing has occurred, to the knowledge of the Master Issuer, whether by action or by failure to act, that would cause the loss of such qualification.
 
Tax Filings and Expenses.  Each Securitization Entity has filed, or caused to be filed, all  federal, state,  local and foreign Tax returns required to be filed by such Securitization Entity, subject to permitted extensions (except in any case in which the failure to so file would not, individually or in the aggregate, have a Material Adverse Effect), and has paid, or caused to be paid, all Taxes due pursuant to said returns, except such Taxes (i) as are being contested in good faith and by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP or (ii) as would not, individually or in the aggregate, have a Material Adverse Effect.  As of the Closing Date, the Master Issuer is not aware of any material Tax assessments proposed in writing against any Non-Securitization Entity.  Except as would not reasonably be expected to result in a Material Adverse Effect, no Tax deficiency has been determined adversely to any Securitization Entity, nor does any Securitization Entity have any knowledge of any Tax deficiencies. Each Securitization Entity has paid all fees and expenses required to be paid by it in connection with the conduct of its business, the maintenance of its existence and its qualification as a foreign entity authorized to do business in each state and each foreign country in which it is required to so qualify, except to the extent that the failure to pay such fees and expenses is not reasonably likely to result in a Material Adverse Effect.
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Disclosure.  No written report, financial statements, certificate or other information furnished in writing (other than projections, budgets, other estimates and general market, industry and economic data) to the Trustee or the Holders by or on behalf of the Securitization Entities pursuant to any provision of the Indenture or any other Related Document, or in connection with or pursuant to any amendment or modification of, or waiver under, the Indenture or any other Related Document (when taken together with all other information furnished by or on behalf of the Non-Securitization Entities to the Trustee or the Holders, as the case may be), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein not materially misleading in each case when taken as a whole and in the light of the circumstances under which they were made, and the furnishing of the same to the Trustee or the Holders, as the case may be, shall constitute a representation and warranty by the Master Issuer made on the date the same are furnished to the Trustee or the Holders, as the case may be, to the effect specified herein.
 
1940 Act.  The Master Issuer is not, and no Securitization Entity is an “investment company” as defined in Section 3(a)(1) of the 1940 Act.
 
Regulations T, U and X.  The proceeds of the Notes will not be used to purchase or carry any “margin stock” (as defined or used in the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof) in such a way that could cause the transactions contemplated by the Related Documents to fail to comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof.  No Securitization Entity owns or is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock.
 
Solvency.  Both before and after giving effect to the transactions contemplated by the Indenture and the other Related Documents, (i) the fair value of the assets of the Securitization Entities, when taken as a whole, will exceed their debts and liabilities, including contingent liabilities; (ii) the present fair saleable value of the property of the Securitization Entities, when taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities as such debts and other liabilities become absolute and matured; (iii) the Securitization Entities, taken as a whole, do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature; and (iv) the Securitization Entities, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Closing Date, and no Event of Bankruptcy has occurred with respect to any Securitization Entity.
 
Ownership of Equity Interests; Subsidiaries.  (a)  All of the issued and outstanding limited liability company interests of the Master Issuer are directly owned by the Holding Company Guarantor, have been duly authorized and validly issued, are fully paid and non-assessable and are owned of record by Holding Company Guarantor free and clear of all Liens other than Permitted Liens.
 
(b)          All of the issued and outstanding limited liability company interests of the Franchisor are directly owned by the Master Issuer, have been duly authorized and validly issued, are fully paid and non-assessable and are owned of record by the Master Issuer free and clear of all Liens other than Permitted Liens.
 
(c)          All of the issued and outstanding limited liability company interests of JIB Properties are directly owned by the Master Issuer, have been duly authorized and validly issued, are fully paid and non-assessable and are owned of record by the Master Issuer free and clear of all Liens other than Permitted Liens.
 
(d)          As of the Closing Date, (i) the Holding Company Guarantor has no direct Subsidiaries and owns no Equity Interests in any other Person, other than the Master Issuer, (ii) the Master Issuer has no direct Subsidiaries and owns no Equity Interests in any other Person, other than the Franchisor and JIB Properties, (iii) the Franchisor has no Subsidiaries and owns no Equity Interests in any other Person, (iv) JIB Properties has no Subsidiaries and owns no Equity Interests in any other Person.
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Security Interests.  (a)  The Master Issuer and each Guarantor owns and has good title to its Securitized Assets, free and clear of all Liens other than Permitted Liens,; provided, however, that this sentence shall not apply to the Securitized Owned Real Property until six (6) months after the Closing Date.  Other than the Accounts, the Real Estate Assets and Intellectual Property, the Indenture Collateral consists of securities, loans, investments, accounts, commercial tort claims, inventory, equipment, fixtures, health care insurance receivables, chattel paper, money, deposit accounts, instruments, financial assets, documents, investment property, general intangibles, letter of credit rights, or other supporting obligations (in each case, as defined in the UCC).  Except in the case of the Securitized Owned Real Property, which is subject to Section 8.37 or as described on Schedule 7.13(a), this Base Indenture and the Guarantee and Collateral Agreement constitute a valid and continuing Lien on the Collateral in favor of the Trustee on behalf of and for the benefit of the Secured Parties, which Lien on the Collateral has been perfected (or, (i) with respect to Collateral other than Accounts and Intellectual Property, will be perfected within the timeframe set forth in the final sentence of this Section 7.13(a), (ii) with respect to Collateral constituting Intellectual Property, will be perfected within the timeframe set forth in Section 8.25, and (iii) with respect to Collateral constituting Accounts, will be perfected within the timeframe set forth in Article V herein), and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Master Issuer and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity, and by an implied covenant of good faith and fair dealing.  Except as set forth in Schedule 7.13(a), the Master Issuer and the Guarantors have received all consents and approvals required by the terms of the Collateral to the pledge of the Collateral to the Trustee hereunder and under the Guarantee and Collateral Agreement.  The Master Issuer and the Guarantors have caused, or shall have caused, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Collateral (other than the Accounts and Intellectual Property) granted to the Trustee hereunder or under the Guarantee and Collateral Agreement within ten (10) days of the date hereof.
 
(b)          Other than the security interest granted to the Trustee in the Collateral hereunder or pursuant to the other Related Documents or any other Permitted Lien, the Master Issuer has not, and no Guarantor has, pledged, assigned, sold or granted a security interest in the Securitized Assets.  All action necessary (including the filing of UCC-1 financing statements) to protect and evidence the Trustee’s security interest in the Collateral (other than the Intellectual Property) in the United States has been duly and effectively taken.  No security agreement, financing statement, equivalent security or lien instrument or continuation statement authorized by the Master Issuer and any Guarantor and listing the Master Issuer or Guarantor as debtor covering all or any part of the Securitized Assets is on file or of record in any jurisdiction, except in respect of Permitted Liens or such as may have been filed, recorded or made by the Master Issuer or such Guarantor in favor of the Trustee on behalf of the Secured Parties in connection with this Base Indenture and the Guarantee and Collateral Agreement, and the Master Issuer has not, and no Guarantor has, authorized any such filing.
 
(c)          All authorizations in this Base Indenture and the Guarantee and Collateral Agreement for the Trustee to endorse checks, instruments and securities and to execute financing statements, continuation statements, security agreements and other instruments with respect to the Collateral and to take such other actions with respect to the Collateral authorized by this Base Indenture and the Guarantee and Collateral Agreement are powers coupled with an interest and are irrevocable.
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Related Documents.  The Indenture Documents, the Collateral Transaction Documents, the Account Agreements, the Depository Agreements, any Variable Funding Note Purchase Agreement, any Swap Contract, any Series Hedge Agreement and any Enhancement Agreement with respect to each Series of Notes (other than the Mortgages) are in full force and effect.  There are no outstanding defaults thereunder nor have events occurred which, with the giving of notice, the passage of time or both, would constitute a default thereunder.
 
Non-Existence of Other Agreements.  Other than as permitted by Section 8.22, (a) no Securitization Entity is a party to any contract or agreement of any kind or nature and (b) no Securitization Entity is subject to any material obligations or liabilities of any kind or nature in favor of any third party, including, without limitation, Contingent Obligations.  No Securitization Entity has engaged in any activities since its formation (other than those incidental to its formation, the authorization and the issuance of Series of Notes, the execution of the Related Documents to which such Securitization Entity is a party and the performance of the activities referred to in or contemplated by such agreements).
 
Compliance with Contractual Obligations and Laws.  No Securitization Entity is in violation of (a) its Charter Documents, (b) any Requirement of Law with respect to such Securitization Entity or (c) any Contractual Obligation with respect to such Securitization Entity except, solely with respect to clauses (b) and (c), to the extent such violation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
Other Representations.  All representations and warranties of each Securitization Entity made in each other Related Document to which a Securitization Entity is a party are true and correct (i) as of the date hereof or (ii) if made on a future date (A) if qualified as to materiality, in all respects, and (B) if not qualified as to materiality, in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all respects or in all material respects, as applicable, as of such earlier date), and in each case are repeated herein as though fully set forth herein.
 
No Employees.  Notwithstanding any other provision of the Indenture or any Charter Documents of any Securitization Entity to the contrary, no Securitization Entity has any employees.
 
Insurance.  The Securitization Entities shall maintain, or cause to be maintained, the insurance coverages (or self-insurance for such risks) described on Schedule 7.19 hereto, in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.  All policies of insurance of the Securitization Entities are in full force and effect and the Securitization Entities are in compliance with the terms of such policies in all material respects.  None of the Securitization Entities has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to result in a Material Adverse Effect.  All such insurance is primary coverage, all premiums therefor due on or before the date hereof have been paid in full, and the terms and conditions thereof are no less favorable to the Securitization Entities than the terms and conditions of insurance maintained by their Affiliates that are not Securitization Entities.
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Environmental Matters.  Section 07.01  None of the Securitization Entities is subject to any liabilities pursuant to any Environmental Law or with respect to any Materials of Environmental Concern that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
(b)          Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:
 
(i)          The Securitization Entities: (x) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws, (y) hold all Environmental Permits (each of which is in full force and effect) required for their current operations and (z) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits.
 
(ii)          Materials of Environmental Concern are not present at, on, under, in, or about any Contributed Securitized Owned Real Property now or, to the knowledge of the Master Issuer, formerly owned, leased or operated by any Securitization Entity, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent by the Master Issuer for re-use or recycling or for treatment, storage or disposal) in a condition or circumstance that would reasonably be expected to (x) give rise to liability of any Securitization Entity under any applicable Environmental Law or otherwise result in costs to any Securitization Entity (y) interfere with any Securitization Entity’s continued operations or (z) impair the fair saleable value of any real property owned by any Securitization Entity.
 
(iii)          There is no judicial, administrative, or arbitral proceeding (including, without limitation, any notice of violation or alleged violation) under or relating to any Environmental Law to which any Securitization Entity is, or to the knowledge of the Securitization Entities will be, named as a party that is pending or, to the knowledge of the Securitization Entities, threatened.
 
(iv)          No Securitization Entity has received any written request for information, or been notified in writing that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act, as amended, or that it is liable under any other Environmental Law, or in either case, with respect to the release of any Materials of Environmental Concern to the environment.
 
(v)          No Securitization Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law that has not been fully and finally resolved.
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Intellectual Property.  (a)  The Securitization IP comprises all the Intellectual Property used in or necessary for the Securitization Entities to conduct the business as now conducted and as proposed to be conducted after the Closing Date except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and provided that the foregoing is not and shall not be deemed to be a representation or warranty of noninfringement.  All of the issuances, registrations and applications included in the Securitization IP are subsisting, unexpired and have not been abandoned or cancelled in any applicable jurisdiction except where such expiration, abandonment or cancellation would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
(b)          (i) To the Master Issuer’s knowledge, the use of the Securitization IP and the operation of the Jack in the Box System (including any products or services sold, marketed, offered for sale in connection therewith) did not and currently do not infringe, misappropriate, dilute or otherwise violate the Intellectual Property rights of any third party in a manner that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (ii) to the Master Issuer’s knowledge, the Securitization IP has not been in the past three (3) years and is not being infringed, misappropriated, diluted or otherwise violated by any third party in a manner that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (iii) there is no action or proceeding pending or to the Master Issuer’s knowledge, threatened, alleging the foregoing that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
(c)          No action or proceeding is pending or, to the Master Issuer’s knowledge, threatened, that seeks to limit, cancel, or challenge the validity or enforceability of, or the Securitization Entities’ rights in or to, any Securitization IP, or the use thereof, that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
 
(d)          The Franchisor is the exclusive owner of all right, title, and interest in and to Owned Securitization IP and has a valid right to use the Licensed Securitization IP, free and clear of all Liens, other than the Permitted Liens (including the IP License Agreements and licenses permitted pursuant to Section 8.16).
 
(e)          The Master Issuer has not made and will not hereafter make any assignment, pledge, mortgage, hypothecation or transfer of any of the Securitization IP other than Permitted Liens and Permitted Asset Dispositions under Section 8.16(d).
 
(f)          Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Securitization Entities (i) have since their inception maintained commercially reasonable policies, practices and procedures regarding the confidentiality, integrity and availability of its data (including Securitization IP) and information technology and (ii) are in material compliance with all applicable data protection laws, regulations, contracts, policies, and guidance.
 
Article VIII


COVENANTS
 
Payment of Notes.  (a)  The Master Issuer shall pay or cause to be paid the principal of, and premium, if any, and interest, subject to Section 2.15(d), on the Notes when due pursuant to the provisions of this Base Indenture, any Series Supplement for such Series and, to the extent applicable, any Variable Funding Note Purchase Agreement.  Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal, premium, if any, and interest then due.  Except as otherwise provided pursuant to a Variable Funding Note Purchase Agreement or any other Related Document, amounts properly withheld under the Code or any applicable state, local or foreign law by any Person from a payment to any Noteholder of interest or principal or premium, if any, shall be considered as having been paid by the Master Issuer to such Noteholder for all purposes of the Indenture and the Notes.
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(b)          By acceptance of its Notes, each Holder agrees that the failure to provide the Paying Agent with appropriate tax certifications (which includes but is not limited to (i) an IRS Form W-9 for United States persons (as defined under Section 7701(a)(30) of the Code) or any applicable successor form or (ii) an applicable IRS Form W-8 and any required attachments, for Persons other than United States persons, or applicable successor form) may result in amounts being withheld from payments to such Holder under this Base Indenture and any Series Supplement and that amounts withheld pursuant to applicable laws shall be considered as having been paid by the Master Issuer as provided in clause (a) above.
 
Maintenance of Office or Agency.  (a)  The Master Issuer shall maintain an office or agency (which, with respect to the surrender for registration of, or transfer or exchange or the payment of principal and premium, may be an office of the Trustee, the Registrar or co-registrar or Paying Agent) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Master Issuer in respect of the Notes and the Indenture may be served, and where, at any time when the Master Issuer is obligated to make a payment of principal of, and premium, if any, on the Notes, the Notes may be surrendered for payment.  The Master Issuer shall give prompt written notice to the Trustee and, the Servicer and the Back-Up Manager of the location, and any change in the location, of such office or agency.  If at any time the Master Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and, the Servicer and the Back-Up Manager with the address thereof, such presentations and surrenders may be made or served at the Corporate Trust Office and notices and demands may be made at the address set forth in Section 14.01 hereof.
 
(b)          The Master Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may, from time to time, rescind such designations.  The Master Issuer shall give prompt written notice to the Trustee and, the Servicer and the Back-Up Manager of any such designation or rescission and of any change in the location of any such other office or agency.  The Master Issuer hereby designates the applicable Corporate Trust Office as one such office or agency of the Master Issuer.
 
Payment and Performance of Obligations.  The Master Issuer shall, and shall cause each other Securitization Entity to, pay and discharge and fully perform, at or before maturity, all of their respective material obligations and liabilities, including, without limitation, Tax liabilities and other governmental claims levied or imposed upon each such Securitization Entity or upon the income, properties or operations of such Securitization Entity, judgments, settlement agreements and all obligations of each Securitization Entity under the Collateral Transaction Documents, except where the same may be contested in good faith by appropriate proceedings (and without derogation from the material obligations of the Master Issuer hereunder and the Guarantors under the Guarantee and Collateral Agreement regarding the protection of the Securitized Assets from Liens (other than Permitted Liens)), and shall maintain, in accordance with GAAP, reserves as appropriate for the accrual of any of the same.
 
Maintenance of Existence.  The Master Issuer shall, and shall cause each other Securitization Entity to, maintain its existence as a limited liability company or corporation validly existing and in good standing under the laws of its state of organization and duly qualified as a foreign limited liability company or corporation licensed under the laws of each state in which the failure to so qualify would, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect.  The Master Issuer shall, and shall cause each other Securitization Entity (other than any Additional Securitization Entity that is a corporation for U.S. federal income tax purposes) to, be treated as a disregarded entity within the meaning of U.S. Treasury regulationsRegulations Section 301.7701-2(c)(2) and the Master Issuer shall not, and shall not permit any other Securitization Entity (other than any Additional Securitization Entity that is a corporation for U.S. federal income tax purposes) to, be classified as an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.
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Compliance with Laws.  The Master Issuer shall, and shall cause each other Securitization Entity to, comply in all respects with all Requirements of Law with respect to the Master Issuer or such other Securitization Entity except where such noncompliance would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect; provided, however, such noncompliance will not result in a Lien (other than a Permitted Lien) on any of the Securitized Assets or any criminal liability on the part of any Securitization Entity, the Manager or the Trustee.
 
Inspection of Property; Books and Records.  The Master Issuer shall, and shall cause each other Securitization Entity to, keep proper books of record and accounts in which full, true and correct entries in all material respects shall be made of all dealings and transactions, business and activities in accordance with GAAP.  The Master Issuer shall, and shall cause each other Securitization Entity to, permit, at reasonable times upon reasonable notice, the Servicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them to act as its agent to inspect any of its properties (subject to the rights of tenants under applicable leases and subleases), to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, managers, employees and independent certified public accountants, and the reasonable costs and documented out-of-pocket expenses of one such visit and inspection by each of the Servicer, the Controlling Class Representative and the Trustee, or any Person appointed by them, shall be reimbursable as a Securitization Operating Expense once per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however, that during the continuance of a Warm Back-Up Management Trigger Event, an Advance Period that is longer thancontinuing for at least sixty (60) consecutive days, a Rapid Amortization Event or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Related Documents, any such Person may visit and conduct such activities at any time and all such visits and activities shall constitute a Securitization Operating Expense. and in addition, the Securitization Entities shall cooperate with all reasonable requests of the Servicer, the Control Party and/or the Back-Up Manager in connection with the performance by such parties of their respective obligations under the Related Documents (including any duty as and to the extent required by any such parties under the Related Documents to obtain an appraisal of the Collateral, or perform an in-depth situation analysis of the Manager and its financial position and/or of the Collateral and/or the Securitization Entities during a Warm Back-Up Management Trigger Event, a Hot Back-Up Management Trigger Event, in connection with a Consent Request or in connection with a proposed Advance or if an Advance Period is continuing for at least sixty (60) consecutive days).
 
Actions under the Collateral Transaction Documents and Related Documents.  (a)  Except as otherwise provided in Section 8.07(d), the Master Issuer shall not, and will not permit any Securitization Entity to, take any action which would permit any Non-Securitization Entity or any other Person party to a Collateral Transaction Document to have the right to refuse to perform any of its respective obligations under any of the Collateral Transaction Documents or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Collateral Transaction Document.
 
(b)          Except as otherwise provided in Section 3.02(a) or Section 8.07(d), the Master Issuer shall not, and shall not permit any Securitization Entity to, take any action which would permit any other Person party to a Collateral Business Document to have the right to refuse to perform any of its respective obligations under such Collateral Business Document or that would result in the amendment, waiver, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, such Collateral Business Document if such action when taken on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement.
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(c)          Except as otherwise provided in Section 3.02(a), the Master Issuer agrees that it shall not, and shall cause each Securitization Entity not to, without the prior written consent of the Control Party, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Transaction Document or under any instrument or agreement included in the Securitized Assets, take any action to compel or secure performance or observance by any such obligor of its obligations to the Master Issuer or such other Securitization Entity or give any consent, request, notice, direction or approval with respect to any such obligor if such action when taken on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement.
 
(d)          The Master Issuer agrees that it shall not, and shall cause each Securitization Entity not to, without the prior written consent of the Control Party, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Related Documents; provided, however, that the Securitization Entities may agree to any amendment, modification, supplement or waiver of any such term of any Related Document without any such consent (x) to the extent permitted under the terms of such other Related Documents, (y) as contemplated by Section 13.01 or Section 13.08 hereof and (z) as follows:
 
(i)          to add to the covenants of any Securitization Entity for the benefit of the Secured Parties; or to add to the covenants of any Non-Securitization Entity for the benefit of any Securitization Entity;
 
(ii)          to terminate any Related Document if any party thereto (other than a Securitization Entity) becomes, in the reasonable judgment of the Master Issuer, unable to pay its debts as they become due, even if such party has not yet defaulted on its obligations under the Related Document, so long as the Master Issuer enters into a replacement agreement with a new party within ninety (90) days of the termination of the Related Document;
 
(iii)          to make such other provisions in regard to matters or questions arising under the Related Documents as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Holder or any other Secured Party; provided that an Opinion of Counsel and an Officer’s Certificate shall be delivered to the Trustee, each Rating Agency and the Servicer to such effect; or
 
(iv)          in the case of this Base Indenture, any Series Supplement for such Series, and to the extent applicable, any Variable Funding Note Purchase Agreement, to which the related Series, Class, Subclass or Tranche of Notes is issued or any Related Document for such Series, Class, Subclass or Tranche of Notes, to the extent that the consent of the Control Party is not required, pursuant to the terms of such agreement, for such amendment, modification, supplement or waiver.
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(e)          Upon the occurrence of a Manager Termination Event under the Management Agreement, (i) the Master Issuer shall not, and shall cause each other Securitization Entity not to, without the prior written consent of the Control Party, terminate the Manager and appoint any Successor Manager in accordance with the Management Agreement and (ii) the Master Issuer shall, and shall cause each other Securitization Entity to, terminate the Manager and appoint one or more Successor Managers in accordance with the Management Agreement if and when so directed by the Control Party.
 
Notice of Defaults and Other Events.  The Master Issuer shall give the Trustee, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative and each Rating Agency with respect to each Series of Notes Outstanding notice within three (3) Business Days upon having Actual Knowledge of (i) any Potential Rapid Amortization Event, (ii) any Rapid Amortization Event, (iii) any Potential Manager Termination Event, (iv) any Manager Termination Event, (v) any Default, (vi) any Event of Default or (vii) any default under any Collateral Transaction Document, together with an Officer’s Certificate setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by the Master Issuer.  The Master Issuer shall, at its expense, promptly provide to the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative and the Trustee such additional information as the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative or the Trustee may reasonably request from time to time in connection with the matters so reported, and the actions so taken or contemplated to be taken.
 
Notice of Material Proceedings.  Without limiting Section 8.25(b) or Section 8.30, promptly (and in any event within ten (10) days) of a determination by an Authorized Officer of the Securitization Entities that the commencement or existence of any litigation, arbitration or other proceeding with respect to any Non-Securitization Entity would reasonably be expected to result in a Material Adverse Effect), the Master Issuer shall give written notice thereof to the Trustee, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative and each Rating Agency with respect to each Series of Notes Outstanding.
 
Further Requests.  The Master Issuer shall, and shall cause each other Securitization Entity to, promptly furnish to the Trustee such other information as, and in such form as, the Trustee may reasonably request in connection with the transactions contemplated hereby or by any Series Supplement.
 
Further Assurances.  (a)  The Master Issuer shall, and shall cause each other Securitization Entity to, do such further acts and things, and execute and deliver to the Trustee and the Servicer such additional assignments, agreements, powers of attorney and instruments, as are necessary or desirable to obtain or maintain the security interest of the Trustee in the Collateral or the Securitized Assets required to be part of the Collateral on behalf of the Secured Parties as a perfected security interest subject to no prior Liens (other than Permitted Liens), to carry into effect the purposes of the Indenture or the other Related Documents or to better assure and confirm unto the Trustee, the Servicer, the Holders or the other Secured Parties their rights, powers and remedies hereunder including, without limitation, the filing of any financing or continuation statements or amendments under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby and by the Guarantee and Collateral Agreement, in each case except as set forth on Schedule 7.13(a) and in accordance with Section 8.25(c), Section 8.25(d) or Section 8.37.  If the Master Issuer fails to perform any of its agreements or obligations under this Section 8.11(a), then the Servicer may perform such agreement or obligation, and the expenses of the Servicer incurred in connection therewith shall be payable by the Master Issuer upon the Servicer‘s demand therefor.  The Servicer is hereby authorized to execute and file any financing statements, continuation statements, amendments or other instruments necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Collateral (other than with regard to Excepted Securitization IP Assets) or the Securitized Assets required to be part of the Collateral.
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(b)          If any amount payable under or in connection with any of the Securitized Assets shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and immediately pledged and within two (2) Business Days physically delivered to the Trustee hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Trustee and delivered to the Trustee promptly; provided that no Securitization Entity shall be required to deliver any Securitized Franchisee Note.
 
(c)          Notwithstanding the provisions set forth in clauses (a) and (b) above, the Master Issuer and the Guarantors shall not be required to perfect any security interest in any fixtures (other than through a central filing of a UCC financing statement), any Securitized Franchisee Note or, except as provided in Section 8.37, any real property, leases on real property owned or rents on real property owned.
 
(d)          If during any Quarterly Collection Period, the Master Issuer or any Guarantor shall obtain an interest in any commercial tort claim or claims (as such term is defined in the New York UCC) and such commercial tort claim or claims (when added to any past commercial tort claim or claims that were obtained by any Securitization Entity prior to such Quarterly Collection Period that are still outstanding) have an aggregate value equal to or greater than $2,000,000 as of the last day of such Quarterly Collection Period, the Master Issuer or such Guarantor shall notify the Servicer on or before the third Business Day prior to the next succeeding Quarterly Payment Date that it has obtained such an interest and shall sign and deliver documentation reasonably acceptable to the Servicer granting a security interest under this Base Indenture or the Guarantee and Collateral Agreement, as the case may be, in and to such commercial tort claim or claims whether obtained during such Quarterly Collection Period or prior to such Quarterly Collection Period.
 
(e)          The Master Issuer shall, and shall cause each other Securitization Entity to, warrant and defend the Trustee’s right, title and interest in and to the Securitized Assets, including the right to cause the Securitized Assets to become Collateral, and the income, distributions and Proceeds thereof, for the benefit of the Trustee on behalf of the Secured Parties, against the claims and demands of all Persons whomsoever.
 
(f)          On or before April 30 of each calendar year, commencing with April 30, 2020, the Master Issuer shall furnish to the Trustee, each Rating Agency for each Series of Notes Outstanding and the Servicer (with a copy to the Back-Up Manager) an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Base Indenture, any indentures supplemental hereto, the Guarantee and Collateral Agreement and any other requisite documents and with respect to the execution and filing of any financing statements, continuation statements and amendments to financing statements and such other documents as are, subject to clause (c) above, necessary to maintain the perfection of the Lien and security interest created by this Base Indenture and the Guarantee and Collateral Agreement under Article 9 of the New York UCC in the United States and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such Lien and security interest.  Each such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Base Indenture, any indentures supplemental hereto, the Guarantee and Collateral Agreement and any other requisite documents and the execution and filing of any financing statements, continuation statements and amendments or other documents that will, in the opinion of such counsel, be required, subject to clause (c) above, to maintain the perfection of the Lien and security interest of such security interest of this Base Indenture and the Guarantee and Collateral Agreement under Article 9 of the New York UCC in the Collateral in the United States until April 30 in the following calendar year. For the avoidance of doubt, the Opinions of Counsel described in this clause (f) shall not be required to cover any matters related to the Real Estate Assets.
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Liens.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, create, incur, assume or permit to exist any Lien upon any of its property (including the Securitized Assets), other than (i) Liens in favor of the Trustee for the benefit of the Secured Parties and (ii) other Permitted Liens.
 
Other Indebtedness.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than (i) Indebtedness hereunder or under the Guarantee and Collateral Agreement or any other Related Document, (ii) any Guarantee by any Securitization Entity of the obligations of any other Securitization Entity, (iii) Indebtedness of a Securitization Entity owed to a Securitization Entity, (iv) any purchase money Indebtedness incurred in order to finance the acquisition, lease or improvement of equipment in the ordinary course of such Securitization Entity’s business, (v) Indebtedness to a bank or other financial institution arising from cash management services provided by such bank or financial institution to one or more of the Securitization Entities in the ordinary course of business; provided that such Indebtedness is extinguished within ten (10) Business Days of notification to the applicable Securitization Entity of its incurrence; or (vi) guarantees for the benefit of Franchisees of Indebtedness in an aggregate principal amount at any time outstanding of up to the greater of (x) $20,000,000 and (y) 5.0% of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared.
 
Bankruptcy Proceedings.  The Master Issuer shall, and shall cause the other Securitization Entities to, promptly object to the institution of any bankruptcy proceeding against it and to take all necessary or advisable steps to cause the dismissal of any such proceeding (including, without limiting the generality of the foregoing, to timely file an answer and any other appropriate pleading objecting to (i) the institution of any proceeding to have any Securitization Entity, as the case may be, adjudicated as bankrupt or insolvent or (ii) the filing of any petition seeking relief, reorganization, arrangement, adjustment or composition or in respect of any Securitization Entity, as the case may be, under applicable bankruptcy law or any other applicable law).
 
Mergers.  On and after the Closing Date, the Master Issuer shall not, and shall not permit any other Securitization Entity to, merge or consolidate with or into any other Person (whether by means of a single transaction or a series of related transactions) other than any merger or consolidation of any Securitization Entity with any other Securitization Entity or any merger or consolidation of any Securitization Entity with any other entity to which the Control Party has given prior written consent.
 
Asset Dispositions.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, sell, transfer, lease, license, liquidate or otherwise dispose of any of its property (whether by means of a single transaction or a series of related transactions), including any Equity Interests of any other Securitization Entity, except in the case of the following (each, a “Permitted Asset Disposition”):
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(a)          (i) any disposition of obsolete, surplus, damaged or worn out property or property that is no longer used or useful in the business of the Securitization Entities, and (ii) any abandonment, cancellation, or lapse of Securitization IP (including any issuances, registrations or applications thereof) that is no longer used or useful in the business of the Securitization Entities or in the reasonable good faith judgment of the Manager are no longer commercially reasonable to maintain;
 
(b)          any disposition of (i) Eligible Investments and (ii) inventory in the ordinary course of the Securitization Entity’s business;
 
(c)          any disposition of equipment or real property to the extent that (x) such equipment or property is exchanged for credit against the purchase price or other payment obligations in respect of similar replacement equipment, property or other Eligible Assets (including, without limitation, credit against rental obligations under a real estate lease) or (y) the proceeds thereof are applied to the purchase price of such replacement equipment, property or other Eligible Assets in accordance with this Base Indenture;
 
(d)          (i) any licenses of Securitization IP under the IP License Agreements and to the Manager in connection with the performance of its Services under the Management Agreement and (ii) other non-exclusive licenses of Securitization IP granted in the ordinary course of the Franchisor’s respective business that (x) when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement and (y) would not reasonably be expected to materially and adversely impact the Securitization IP (taken as a whole);
 
(e)          any dispositions of equipment leased to Franchisees or used in a Securitized Company Restaurant;
 
(f)          any dispositions of property of a Securitization Entity to any other Securitization Entity not otherwise prohibited under the Related Documents;
 
(g)          any dispositions of property relating to repurchases of Contributed Assets in exchange for the payment of Indemnification Amounts;
 
(h)          Investments permitted under Section 8.21, Liens permitted under Section 8.12 and distributions permitted under Section 8.18;
 
(i)          transfers of properties subject to condemnation or casualty events;
 
(j)          any disposition of Securitized Franchisee Notes or accounts receivable in connection with the collection or compromise thereof;
 
(k)          any termination, non-renewal, expiration, amendment or other modification of any Collateral Business Document that when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement;
 
(l)          any decision to abandon, fail to pursue, settle, or otherwise resolve any claim, proceeding, investigation or cause of action to enforce or seek remedy for the infringement, misappropriation, dilution or other violation of any Securitization IP, or other remedy against any third party where it is not commercially reasonable to pursue such claim or remedy in light of the cost, potential remedy, or other factors; provided that such action (or failure to act) would not reasonably be expected to materially and adversely impact the Securitization IP (taken as whole);
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(m)          any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of the Securitization Entity’s business, in each case that would not reasonably be expected to result in a Material Adverse Effect;
 
(n)          subleases and terminations of leases in the ordinary course of business and subleases that do not, individually or in the aggregate, materially interfere with the business of the Securitization Entities and assignments that do not result in receipt of a cash payment to a Securitization Entity;
 
(o)          any Qualifying Real Estate Transaction;
 
(p)          any sale, transfer or other disposition of the operations and assets of a Securitized Company Restaurant to a Franchisee which, upon such sale, transfer or other disposition becomes a Securitized Franchised Restaurant (a “Refranchising Asset Disposition”);
 
(q)          any dispositions pursuant to the sale or sale-leaseback of Securitized Owned Real Property;
 
(r)          any other sale, lease, license, transfer or other disposition of property to which the Control Party has given the relevant Securitization Entity prior written consent; or
 
(s)          any other sale, lease, license, liquidation, transfer or other disposition of property not directly or indirectly constituting any asset dispositions permitted by clauses (a) through (q) above and so long as such disposition when effected on behalf of any Securitization Entity by the Manager does not constitute a breach by the Manager of the Management Agreement;
 
(t)          it being understood that any delivery to the Trustee of any Note, at any time and in any amount, by the Manager or any Securitization Entity, together with any cancellation thereof pursuant to Section 2.14, shall be deemed to be a Permitted Asset Disposition.
 
All amounts received by any Securitization Entity upon a Permitted Asset Disposition pursuant to clauses (a) – (o) and any amounts of up to $5,000,000 in the aggregate during any fiscal year pursuant to clauses (p), (q), (r) and (t) of the definition of “Permitted Asset Disposition” shall be treated as Collections and not as Asset Disposition Proceeds (collectively, “Asset Disposition Collections”) with respect to the Quarterly Collection Period in which such amounts are received.
 
Notwithstanding the foregoing, the Master Issuer may, and may permit any Securitization Entity to, dispose the Equity Interests of any Additional Securitization Entity so long as all assets (and any ancillary rights thereto) held by such Additional Securitization Entity are permitted to be disposed of pursuant to this Section 8.16.
 
All Asset Disposition Proceeds shall be deposited to the Asset Disposition Proceeds Account or, to the extent the applicable Securitization Entity elects not to reinvest such amounts in Eligible Assets, shall be deposited to the Collection Account promptly following receipt thereof and applied in accordance with priority (i) of the Priority of Payments.
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Upon any sale, transfer, lease, license, liquidation or other disposition of any property by any Securitization Entity permitted by this Section 8.16, all Liens with respect to such disposed property created in favor of the Trustee for the benefit of the Secured Parties under this Base Indenture and the other Related Documents shall be automatically released, and the Trustee, upon written request of the Master Issuer, at the written direction of the Control Party, shall provide evidence of such release as set forth in Section 14.17.
 
Acquisition of Assets.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, acquire, by long-term or operating lease or otherwise, any property (i) if such acquisition when effected on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement or (ii) that is a license (other than the IP License Agreements or permitted sublicenses thereunder, licenses for Intellectual Property obtained in the ordinary course of business) or other contract (other than leases or subleases for real property) or permit, if the grant of a Lien or security interest in any of the Securitization Entities’ right, title and interest in, to or under such lease, sublease, license, contract or permit in the manner contemplated by the Indenture and the Guarantee and Collateral Agreement (a) would be prohibited by the terms of such lease, sublease, license, contract or permit, (b) would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the applicable Securitization Entity therein or (c) would otherwise result in a breach thereof or the termination or a right of termination thereof, except to the extent that any such prohibition, breach, termination or right of termination is rendered ineffective pursuant to the UCC or any other applicable law. Unless prohibited by a Series Supplement, the Master Issuer may purchase Notes on the open market or accept as a capital contribution from a direct or indirect parent of the Master Issuer one or more Notes, and such Notes may be cancelled in accordance with Section 2.14.
 
Dividends, Officers’ Compensation, etc. The Master Issuer willshall not declare or pay any distributions on any of its limited liability company interests; provided, however, that so long as no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing with respect to any Series of Notes Outstanding or would result therefrom, the Master Issuer may declare and pay distributions to the extent permitted under Section 18‑607 of the Delaware Limited Liability Company Act and the Master Issuer’s Charter Documents.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, redeem, purchase, retire or otherwise acquire for value any Equity Interest in or issued by such Securitization Entity or set aside or otherwise segregate any amounts for any such purpose except as expressly permitted by the Indenture or as consented to by the Control Party.  The Master Issuer may draw on Commitments with respect to any Series of Class A-1 Notes for general corporate purposes of the Securitization Entities and the Non-Securitization Entities, including to fund any acquisition by any Securitization Entity or Non-Securitization Entity or any dividend, distribution or share repurchase by any Securitization Entity or Non-Securitization Entity.
 
Legal Name, Location Under Section 9-301 or 9-307.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, change its location (within the meaning of Section 9-301 or 9-307 of the applicable UCC) or its legal name without at least thirty (30) days’ prior written notice to the Trustee, the Servicer, the Manager, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding.  In the event that the Master Issuer or other Securitization Entity desires to so change its location or change its legal name, the Master Issuer will, or will cause such other Securitization Entity to, make any required filings and prior to actually changing its location or its legal name the Master Issuer will, or will cause such other Securitization Entity to, deliver to the Trustee and the Servicer (i) an Officer’s Certificate and an Opinion of Counsel confirming (a) that all required filings have been made, subject to Section 8.11(c), to continue the perfected interest or to record evidence of such security interest, as applicable, of the Trustee on behalf of the Secured Parties in the Collateral under Article 9 of the applicable UCC in respect of the new location or new legal name of the Master Issuer or other Securitization Entity and (b) such change in location or change in name will not adversely affect the Lien under any Mortgage required to be delivered pursuant to Section 8.37 and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.
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Charter Documents.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, amend, or consent to the amendment of, any of its Charter Documents to which it is a party as a member or shareholder unless, prior to such amendment, the Control Party shall have consented thereto and the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such amendment; provided, however, the Master Issuer and the other Securitization Entities shall be permitted to amend their Charter Documents without having to meet the Rating Agency Condition to cure any ambiguity, defect or inconsistency therein or if such amendments would not reasonably be deemed to be disadvantageous to any Holder in the reasonable judgment of the Control Party.  The Control Party may rely on an Officer’s Certificate to make such determination.  The Master Issuer shall provide written notice to each Rating Agency (with a copy to the Servicer and the Back-Up Manager) of any amendment of any Charter Document of any Securitization Entity.
 
Investments.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, make, incur, or suffer to exist any loan, advance, extension of credit or other Investment if such Investment when made on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement, other than (a) Investments in the Accounts and Eligible Investments, (b) any Securitized Franchisee Note, (c) Investments in any other Securitization Entity, (d) loans or advances by the Franchisor or any Additional Securitization Entity to any Non-Securitization Entity in accordance with Section 8.24(a)(ii) using funds on deposit in the Franchisor Capital Account (unless the Senior Notes Interest Reserve Account is then designated as the Franchisor Capital Account and (i) a Senior Notes Interest Reserve Account Deficiency Amount would exist immediately after giving effect to such loan or advance or (ii) a Cash Trapping Period or Rapid Amortization Period is then in effect or would take effect immediately after giving effect to such loan or advance), (e) the transactions described in the proviso to Section 8.24(a)(vi), (f) guarantees with respect to operating leases and product volumes and (g) guarantees for the benefit of Franchisees of Indebtedness in an aggregate principal amount at any time outstanding of up to the greater of (x) $20,000,000 and (y) 5.0% of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared.
 
No Other Agreements.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, enter into or be a party to any agreement or instrument (other than any Related Document, any Collateral Business Document, any other document permitted by a Series Supplement, Variable Funding Note Purchase Agreement or the Related Documents, as the same may be amended, supplemented or otherwise modified from time to time, any documents related to any Enhancement (subject to Section 8.32) or any Series Hedge Agreement (subject to Section 8.33), any documents relating to the transactions described in the proviso to Section 8.24(a)(vi) or any documents or agreements incidental thereto) if such agreement when effected on behalf of any Securitization Entity by the Manager would constitute a breach by the Manager of the Management Agreement.
 
Other Business.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, engage in any business or enterprise or enter into any transaction other than the incurrence and payment of ordinary course operating expenses, the issuing and selling of the Notes, entry into and performance of the Collateral Business Documents and other agreements permitted pursuant to Section 8.22 and other activities related to or incidental to any of the foregoing or any other transaction which when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement.
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Maintenance of Separate Existence.  (a)  The Master Issuer shall, and shall cause each other Securitization Entity to, except as otherwise contemplated hereunder or under the other Related Documents:
 
(i)          maintain their own deposit and securities accounts, as applicable, separate from those of any of its Affiliates (other than the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities), other than as provided in the Related Documents;
 
(ii)          ensure that all transactions between it and any of its Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in the Related Documents and the transactions described in the proviso to clause (vi) meet the requirements of this clause (ii);
 
(iii)          to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii).  To the extent that any Securitization Entity and any of its members or Affiliates (other than the other Securitization Entities) have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;
 
(iv)          issue, as required, separate financial statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP;
 
(v)          conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts;
 
(vi)          not assume or guarantee any of the liabilities of any of its Affiliates (other than the other Securitization Entities); provided that the Securitization Entities may, pursuant to a Letter of Credit Reimbursement Agreement, cause letters of credit to be issued pursuant to Variable Funding Note Purchase Agreements that are for the sole benefit of one or more Non-Securitization Entities if the Master Issuer receives a fee from each Non-Securitization Entity whose obligations are secured by such letter of credit in an amount equal to the cost to the Master Issuer in connection with the issuance and maintenance of such letter of credit plus 25 basis points per annum, it being understood that such fee is an arm’s length fair market fee;
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(vii)          take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with respect to it and (y) comply in all material respects with those procedures described in such provisions which are applicable to it;
 
(viii)          maintain at least two Independent Managers, on its board of managers or its Board of Directors, as the case may be;
 
(ix)          to the fullest extent permitted by law, so long as any Obligation remains outstanding, remove or replace any Independent Manager only for Cause and only after providing the Trustee and the Control Party with no less than three (3) days’ prior written notice of (A) any proposed removal of such Independent Manager, and (B) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in the Charter Documents of the applicable Securitization Entity; and
 
(x)          (A) provide, or cause the Manager to provide, to the Trustee and the Control Party, a copy of the executed agreement with respect to the appointment of any replacement Independent Manager and (B) provide, or cause the Manager to provide, to the Trustee, the Control Party and each Holder, written notice of the identity and contact information for each Independent Manager on an annual basis and at any time such information changes.
 
(b)          The Master Issuer, on behalf of itself and each of the other Securitization Entities, confirms that the statements relating to the Master Issuer referenced in the opinion of White & Case LLP regarding substantive consolidation matters most recently delivered to the Trustee are true and correct with respect to itself and each other Securitization Entity, and that the Master Issuer will, and will cause each other Securitization Entity to, comply with any covenants or obligations assumed to be complied with by it therein as if such covenants and obligations were set forth herein.
 
Covenants Regarding the Securitization IP.  (a)  The Master Issuer shall not, and shall not permit any other Securitization Entity to, take or omit to take any action with respect to the maintenance, enforcement and defense of the Franchisor’s rights in and to the applicable Securitization IP that would constitute a breach by the Manager of the Management Agreement if such action were taken or omitted by the Manager on behalf of any Securitization Entity.
 
(b)          The Master Issuer shall notify the Trustee, the Back-Up Manager and the Servicer in writing within fifteen (15) Business Days of the Master Issuer first knowing or having reason to know that any application or registration relating to any material Securitization IP (now or hereafter existing) may become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the PTO, the United States Copyright Office or similar offices or agencies in the United States, or any court, but excluding office actions in the course of prosecution and any non-final determinations (other than in an adversarial proceeding) of the PTO, the United States Copyright Office or any similar office or agency in the United States) regarding the validity of any Securitization Entity’s ownership of any material Securitization IP, its right to register the same, or to keep and maintain the same.
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(c)          With respect to the Securitization IP, the Master Issuer shall cause the Franchisor, as applicable to: execute, deliver and file, within fifteen (15) Business Days of the Closing Date, to the PTO or the United States Copyright Office, as applicable, instruments substantially in the form attached as Exhibit B-1 hereto with respect to Trademarks, Exhibit B-2 hereto with respect to Patents and Exhibit B-3 hereto with respect to Copyrights, or otherwise in form and substance satisfactory to the Control Party, and any other instruments or documents as may be reasonably necessary or, in the Control Party’s opinion, desirable to perfect or protect the Trustee’s security interest granted under this Base Indenture and the Guarantee and Collateral Agreement in the Trademarks, Patents and Copyrights included in the Securitization IP in the United States.
 
(d)          If the Master Issuer or any Guarantor, either itself or through any agent, licensee or designee, shall file or otherwise acquire an application for the registration of any Patent, Trademark or Copyright with the PTO, the United States Copyright Office or any successor agency thereto, the Master Issuer shall, or shall cause such Guarantor to, in a reasonable time after such filing or acquisition (and in any event within ninety (90) days), execute, deliver and file, to the PTO or the United States Copyright Office, as applicable, instruments substantially in the form attached as Exhibit C-1 hereto with respect to Trademarks, Exhibit C-2 hereto with respect to Patents and Exhibit C-3 hereto with respect to Copyrights, or otherwise in form and substance satisfactory to the Control Party, and any other instruments or documents as may be reasonably necessary or, in the Control Party’s opinion, desirable to perfect or protect the Trustee’s security interest granted under this Base Indenture and the Guarantee and Collateral Agreement in the Trademarks, Patents and Copyrights included in the Securitization IP in the United States.
 
(e)          In the event that any Securitization IP is infringed upon, misappropriated or diluted by one or more third parties in a manner that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Master Issuer within a reasonable period of its becoming aware of such infringement, misappropriation or dilution shall promptly notify the Trustee and the Control Party in writing.  Except as provided below, the Master Issuer shall cause the Franchisor, as applicable, to take all reasonable and appropriate actions, at the expense of the Franchisor to protect or enforce such Securitization IP, including, if reasonable, suing for infringement, misappropriation or dilution and seeking an injunction (including, if appropriate, temporary and/or preliminary injunctive relief) against such infringement, misappropriation or dilution, unless the failure to take such actions on behalf of the Franchisor by the Manager would not constitute a breach by the Manager of the Management Agreement; provided that if the Franchisor decides not to take any action with respect to an infringement, misappropriation or dilution that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Master Issuer shall deliver written notice to the Trustee, the Manager, the Back-Up Manager and the Control Party setting forth in reasonable detail the basis for its decision not to act, and none of the Manager, the Trustee, the Back-Up Manager or the Control Party will be required to take any actions on their behalf to protect or enforce the Securitization IP against such infringement, misappropriation or dilution; provided, further, that the Manager will be required to act if failure to do so would constitute a breach of the Managing Standard.
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(f)          With respect to any licenses of third-party Intellectual Property (other than “off-the-shelf” software or “click through” third-party terms that are reasonably expected to be non-negotiable) entered into after the Closing Date by a Securitization Entity (including, for the avoidance of doubt, the Manager acting on behalf of the Securitization Entities, as applicable) that is material to the business of such Securitization Entity, such Securitization Entity shall use commercially reasonable efforts to include terms permitting the grant by such Securitization Entity of a security interest therein to the Trustee for the benefit of the Secured Parties and to allow the Manager (and any Successor Manager) the right to use such Intellectual Property in the performance of its duties under the Management Agreement.
 
1940 Act.  The Master Issuer shall take or omit to take action as necessary in order to ensure the Master Issuer is not an “investment company” as set forth in Section 3(a)(1) of the 1940 Act, as such section may be amended from time to time.
 
Real Property.  The Master Issuer shall not, and shall not permit any other Securitization Entity to, (i) acquire any fee interest in real property unrelated to the ownership and operation of Branded Restaurants or (ii) enter into any lease or invest in real property unrelated to the ownership and operation of Branded Restaurants.
 
No Employees.  The Master Issuer and the other Securitization Entities shall have no employees.
 
Insurance.  The Master Issuer shall cause the Manager to list each Securitization Entity as an “additional insured” or “loss payee” on any insurance maintained by the Manager for the benefit of each such Securitization Entity pursuant to the Management Agreement.
 
Litigation.  So long as Jack in the Box Inc. is not then subject to Section 13 or 15(d) of the 1934 Act, the Master Issuer shall, on each Quarterly Payment Date, provide a written report to the Servicer, the Manager, the Back-Up Manager and each Rating Agency for each Series of Notes Outstanding that sets forth all outstanding litigation, arbitration or other proceedings against any Non-Securitization Entity that would have been required to be disclosed in Jack in the Box Inc.’ annual reports, quarterly reports and other public filings which Jack in the Box Inc. would have been required to file with the SEC pursuant to Section 13 or 15(d) of the 1934 Act if Jack in the Box Inc. were subject to such Sections.
 
Environmental.  The Master Issuer shall, and shall cause each other Securitization Entity to, promptly notify the Servicer, the Manager, the Back-Up Manager, the Trustee and each Rating Agency for each Series of Notes Outstanding, in writing, upon receipt of any written notice of which any Securitization Entity becomes aware from any source (including, but not limited to, a governmental entity) relating in any way to any possible material liability of any Securitization Entity pursuant to any Environmental Law that could reasonably be expected to have a Material Adverse Effect.  In addition, other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Master Issuer shall, and shall cause each other Securitization Entity to:
 
(a)          (i) comply with all applicable Environmental Laws, (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them and obtain all Environmental Permits for any intended operations when such Environmental Permits are required and (iii) comply with all of their Environmental Permits; and
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(b)          undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or about any Contributed Securitized Owned Real Property owned, subleased, leased or operated by the Master Issuer or any of its Affiliates, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage or disposal), which would reasonably be expected to (i) give rise to liability of the Master Issuer or any of its Affiliates under any applicable Environmental Law or otherwise result in costs to the Master Issuer or any of its Affiliates, (ii) interfere with the Master Issuer’s or any of its Affiliates’ continued operations or (iii) impair the fair saleable value of any Contributed Securitized Owned Real Property owned by the Master Issuer or any of its Affiliates.
 
Enhancements.  No Enhancement shall be provided in respect of any Series of Notes, nor will any Enhancement Provider have any rights hereunder, as a third-party beneficiary or otherwise, unless the Control Party has provided its prior written consent to such Enhancement, such consent not to be unreasonably withheld.
 
Series Hedge Agreements; Derivatives Generally.  (a)  No Series Hedge Agreement shall be provided in respect of any Series of Notes, nor will any Hedge Counterparty have any rights hereunder, as a third-party beneficiary or otherwise, unless the Control Party has provided its prior written consent to such Series Hedge Agreement, such consent not to be unreasonably withheld, and the Master Issuer has delivered a copy of such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer).
 
(b)          Without the prior written consent of the Control Party, the Master Issuer shall not, and shall not permit any other Securitization Entity to, enter into any derivative contract, swap, option, hedging contract, forward purchase contract or other similar agreement or instrument if any such contract, agreement or instrument requires the Master Issuer to expend any financial resources to satisfy any payment obligations owed in connection therewith; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer).
 
Additional Securitization Entity.  (a)  The Master Issuer in accordance with and as permitted under the Related Documents, and upon written notice to each Rating Agency, may form or cause to be formed or accept as a capital contribution Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Securitized Franchise Agreements or hold such future assets.
 
(b)          If the Master Issuer desires to create, incorporate, form or otherwise organize or accept as a capital contribution an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer).
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(c)          In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity;
 
(d)          The Master Issuer shall cause each Additional Securitization Entity to promptly execute an assumption agreement in substantially the form set forth as Exhibit A to the Guarantee and Collateral Agreement (an “Assumption Agreement”) pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantors.
 
(e)          Upon the execution and delivery of an Assumption Agreement as required in clause (d) above, each Additional Securitization Entity party thereto shall become a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, will assume all Obligations and liabilities of a Guarantor thereunder.
 
(f)          If the Master Issuer desires to (i) dissolve or wind up an Additional Securitization Entity or (ii) transfer an Additional Securitization Entity to either a Securitization Entity or a Non-Securitization Entity, the Master Issuer shall (x) first, obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld, (y) second, in the case of a dissolution or wind up of an Additional Securitization Entity or a transfer of an Additional Securitization Entity to a Non-Securitization Entity, transfer any Securitized Assets held in such Additional Securitization Entity to a Securitization Entity and (z) third, provide notice of such dissolution, wind up or transfer to each Rating Agency for each Series of Notes Outstanding (with a copy to the Trustee, the Servicer and Back-Up Manager).
 
Subordinated Notes Repayments.  The Master Issuer shall not repay any Subordinated Notes or Senior Subordinated Notes after the Series Anticipated Repayment Date with respect to any Series of Notes Outstanding with amounts obtained by the Master Issuer from the Holding Company Guarantor, Jack in the Box Inc. or any other direct or indirect owner of Equity Interests of the Master Issuer in the form of any capital contributions or any portion of any Residual Amounts distributed to the Master Issuer pursuant to the Priority of Payments unless and until all Senior Notes Outstanding have been paid in full and are no longer Outstanding.
 
Tax Lien Reserve Amount.  If the Holding Company Guarantor notifies the Master Issuer that it has received any Tax Lien Reserve Amount, the Master Issuer shall direct the Holding Company Guarantor to remit such amount to the Master Issuer to be held in a collateral deposit account established with and controlled by the Trustee, in which the Trustee shall have a security interest; provided that the Trustee will not release such Tax Lien Reserve Amount from such account unless:  (a) the Servicer instructs the Trustee in writing to withdraw and pay all of such Tax Lien Reserve Amount in accordance with the written instructions of the Master Issuer which may include returning such amounts to the Holding Company Guarantor for refund to the Manager or an Affiliate thereof upon receipt by the Trustee, the Servicer, the Manager, the Back-Up Manager and the Controlling Class Representative of reasonably satisfactory evidence that the Lien for which such Tax Lien Reserve Amount was established has been released by the IRS; (b) the Master Issuer, or the Manager on behalf of the Master Issuer, delivers written instructions to the Trustee to withdraw and pay all or a portion of such Tax Lien Reserve Amount to the IRS on behalf of the Securitization Entities; provided that the Master Issuer shall deliver, or cause to be delivered, prior written notice of any such written instruction to the Servicer; or (c) the Control Party instructs the Trustee in writing to withdraw and pay all or a portion of such Tax Lien Reserve Amount to the IRS (i) upon the occurrence and during the continuation of an Event of Default or (ii) upon receipt of written notice from any Securitization Entity stating that the IRS intends to execute on the Lien for which such Tax Lien Reserve Amount was established in respect of any assets of any Securitization Entity; provided that the Control Party shall deliver a copy of any such written instruction to the Manager.
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Mortgages.          Upon the occurrence of a Mortgage Preparation Event, the Master Issuer shall cause the preparation of fully executed Mortgages for recordation against the Securitized Owned Real Property; provided that the Control Party shall have the right to waive, delay or modify such requirement to prepare fully executed Mortgages without the consent of any other party. Within ninety (90) days of such Mortgage Preparation Event, the Master Issuer shall deliver such Mortgages to the Trustee, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs (subject to Section 3.01(c)).  Upon the occurrence of a Mortgage Recordation Event, the Trustee shall, at the direction of the Control Party, deliver the Mortgages within twenty (20) Business Days following receipt of the properly executed Mortgages to the applicable recording office for recordation (unless such recordation requirement is waived by the Control Party, acting at the direction of the Controlling Class Representative); provided that the Trustee shall have no obligation to record a Mortgage until the later of (i) twenty (20) Business Days following delivery of a properly executed Mortgage to the Trustee and (ii) the Trustee’s Actual Knowledge of a Rapid Amortization Event. The Trustee may engage a third-party service provider (which shall be reasonably acceptable to the Control Party) to assist in delivering such Mortgages to the applicable Governmental Authority and the Trustee shall pay all Mortgage Recordation Fees in connection with such recordation.  The Trustee shall be reimbursed by the Master Issuer for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments.  For the avoidance of doubt, JIB Properties shall not be required to, and the Trustee may not, record or cause to be recorded any Mortgage until the occurrence of a Mortgage Recordation Event that has not been waived by the Control Party (at the direction of the Controlling Class Representative).  Neither the Trustee nor any custodian on behalf of the Trustee shall be under any duty or obligation to inspect, review or examine any such Mortgages or to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they are in recordable form.  Neither the Trustee nor any agent on its behalf shall in any way be liable in the absence of any gross negligence, bad faith or willful misconduct on its part for any delays in the recordation of any Mortgage, for the rejection of a Mortgage by any recording office or for the failure of any Mortgage to create in favor of the Trustee, for the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on (subject to Permitted Liens), and security interests in, JIB Properties’ right, title and interest in and to each Securitized Owned Real Property and the Proceeds thereof.  Upon the request of JIB Properties, and at the direction of the Manager, the Trustee shall execute and deliver a release of mortgage to be held in escrow pending a closing of a sale of any Securitized Owned Real Property; provided that if such closing shall not occur, such release of mortgage shall be returned by the escrow agent directly to the Trustee.
 
Required Balance.   For each Weekly Collection Period, the Master Issuer will specify to the Trustee the Weekly Allocation Percentage.  If less than the Required Balance is on deposit in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Interest Payment Account, the Subordinated Notes Principal Payment Account and/or the Senior Notes Post-ARD Contingent Interest Account (as applicable) for any Weekly Collection Period within a Quarterly Fiscal Period, the Master Issuer shall direct any Residual Amount on the following Weekly Allocation Date (and each subsequent Weekly Allocation Date as necessary) to be deposited to such Senior Notes Interest Payment Account, Senior Subordinated Notes Interest Payment Account, Senior Notes Principal Payment Account, Senior Subordinated Notes Principal Payment Account, Subordinated Notes Interest Payment Account, Subordinated Notes Principal Payment Account and/or Senior Notes Post-ARD Contingent Interest Account, in that order, until at least the Required Balance for such Weekly Collection Period is on deposit in in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Interest Payment Account, the Subordinated Notes Principal Payment Account and/or the Senior Notes Post-ARD Contingent Interest Account (as applicable).
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Modification of Contributed Assets.   After the Closing Date and on a quarterly basis, if there are any additions or modifications to the Contributed Assets (excluding any lease for which a Securitization Entity becomes the legal assignee and named lessee under such lease) that constitute accounts, chattel paper, instruments or general intangibles under the Delaware UCC, the Master Issuer (or the Manager on its behalf) shall deliver and shall cause each applicable Securitization Entity to deliver to the Trustee an Officer’s Certificate with a revised list of the applicable Contributed Assets.
 
Article IX


REMEDIES
 
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 (b) 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 9.07:
 
(a)          the failure to maintain a DSCR of at least 1.20x as calculated on any Quarterly Calculation Date;
 
(b)          the failure to repay or refinance a Series of Notes (or Class or Tranche thereunder) in full by the Series Anticipated Repayment Date relating to such Series of Notes (or Class or Tranche thereunder); provided that, to the 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 Date (such calendar year, the “Post-ARD Rapid Amortization Cure Period”), such Rapid Amortization Event 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.
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Events of Default.  If any one of the following events shall occur (each, an “Event of Default”):
 
(a)          the Master Issuer defaults in the payment of interest on any Series of Notes Outstanding when the same becomes due and payable and such default continues for two (2) Business Days (or in the case of a failure to pay such interest when due resulting solely from an administrative error or omission by the Trustee, such default continues for a period of two (2) Business Days after the earlier of the date on which the Trustee receives written notice or an Authorized Officer of the Trustee has Actual Knowledge of such error or omission); provided that failure to pay any contingent interest on any Series of Notes (including, but not limited to, any Post-ARD Contingent Interest on any Quarterly Payment Date (including on any applicable Series Legal Final Maturity Date) in excess of available amounts in accordance with the Priority of Payments will not be an Event of Default;
 
(b)          the Master Issuer (i) defaults in the payment of any principal of any Series of Notes on its Series Legal Final Maturity Date or as and when due in connection with any mandatory or optional prepayment or (ii) fails to make any other principal payments or allocations due from funds available in the Collection Account in accordance with the Priority of Payments and the Series Supplement for such Series on any Weekly Allocation Date; provided that in the case of a failure to pay or allocate principal resulting solely from an administrative error or omission by the Trustee, such default continues for a period of two (2) Business Days after the earlier of the date on which the Trustee receives written notice or an Authorized Officer of the Trustee has Actual Knowledge of such error or omission; provided that the failure to pay any prepayment premium on any prepayment of principal made during any Rapid Amortization Period occurring prior to the related Series Anticipated Repayment Date will not be an Event of Default;
 
(c)          any Securitization Entity fails to perform or comply with any of the covenants (other than those covered by clause (a) or clause (b) above) (including any covenant to pay any amount other than interest on or principal of the Notes when due in accordance with the Priority of Payments), or any of its representations or warranties contained in any Related Document to which it is a party proves to be incorrect in any material respect as of the date made or deemed to be made, and such default, failure, breach or incorrect representation or warranty continues for a period of thirty (30) consecutive days or, in the case of a failure to comply with any of the agreements, covenants or provisions of any IP License Agreements, such longer cure period as may be permitted under such IP License Agreement, or, solely with respect to a failure to comply with (i) any obligation to deliver a notice, report or other communication within the specified time frame set forth in the applicable Related Document, such failure continues for a period of five (5) consecutive Business Days after the specified time frame for delivery has elapsed or (ii) Sections 8.78.07, 8.12, 8.13, 8.14, 8.15, 8.17, 8.18, 8.19, 8.20, 8.21, 8.22, 8.23, 8.24, 8.25, 8.27 and 8.28 such failure continues for a period of ten (10) consecutive Business Days, in each case, following the earlier to occur of the Actual Knowledge of an Authorized Officer of such Securitization Entity of such breach or failure and the default caused thereby or written notice to such Securitization Entity by the Trustee, the Back-Up Manager or the Control Party (at the direction of the Controlling Class Representative) of such default, breach or failure; provided, however, that no Event of Default shall occur pursuant to this clause (c) if, with respect to any such representation deemed to have been false in any material respect when made which can be remedied by making a payment of an Indemnification Amount, (i) the Indemnitor has paid the required Indemnification Amount in accordance with the terms of the Related Documents and (ii) such Indemnification Amount has been deposited into the Collection Account;
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(d)          the occurrence of an Event of Bankruptcy with respect to any Securitization Entity;
 
(e)          the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.10x;
 
(f)          the SEC or other regulatory body having jurisdiction reaches a final determination that any Securitization Entity is required to register as an “investment company” under the 1940 Act or is under the “control” of a Person that is required to register as an “investment company” under the 1940 Act;
 
(g)          any of the Related Documents or any material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than (i) in accordance with the express termination provisions thereof, (ii) a termination in the ordinary course of business, which termination could not reasonably be expected to result in a Material Adverse Effect or (iii) as a result of actions, omissions or breaches of representations or warranties by any party to such Related Document that is not a Securitization Entity or a Non-Securitization Entity so long as such Related Document, or any material portion thereof, is reinstated or replaced with a substantially similar document, agreement or arrangement within thirty (30) Business Days after such Related Document ceases to be in full force and effect or enforceable in accordance with its terms) or any Non-Securitization Entity or Securitization Entity so asserts in writing;
 
(h)          other than with respect to Collateral with an aggregate fair market value of less than the greater of $25,000,000 or 20% of Retained Collections for the preceding four (4) Quarterly Collection Periods most recently ended and for which financial statements have been prepared, the Trustee ceases to have for any reason a valid and perfected first-priority security interest in the Collateral (subject to Permitted Liens), in which perfection can be achieved under the UCC or other applicable law in the United States to the extent required by the Related Documents or any Securitization Entity or any Affiliate thereof so asserts in writing;
 
(i)          any Securitization Entity fails to perform or comply with any material provision of its organizational documents or any provision of Section 8.24 or the Guarantee and Collateral Agreement relating to legal separateness of the Securitization Entities, which failure is reasonably likely to cause the contribution of the Securitized Assets to such Securitization Entity pursuant to the Contribution Agreements to fail to constitute a “true contribution” or other absolute transfer of such Securitized Assets pursuant to such Contribution Agreement or is reasonably likely to cause a court of competent jurisdiction to disregard the separate existence of such Securitization Entity relative to any Person other than another Securitization Entity and, in each case, such failure continues for more than thirty (30) consecutive days following the earlier to occur of the Actual Knowledge of an Authorized Officer of such Securitization Entity or written notice to such Securitization Entity from the Trustee, the Back-Up Manager or the Control Party (at the direction of the Controlling Class Representative) of such failure;
 
(j)          a final non-appealable ruling has been made by a court of competent jurisdiction that the contribution of the Securitized Assets (other than any immaterial Securitized Assets and any Securitized Assets that have been disposed of to the extent permitted or required under the Related Documents) pursuant to a Contribution Agreement does not constitute a “true contribution” or other absolute transfer of such Securitized Assets pursuant to such agreement;
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(k)          one or more outstanding final non-appealable judgments for the payment of money are rendered against any Securitization Entity in an aggregate amount exceeding $25,000,000 (to the extent not covered by independent third-party insurance as to which the issuer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), and either (i) enforcement proceedings are commenced by any creditor upon such judgment or order or (ii) there is any period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, will not be in effect;
 
(l)          the failure of (i) Jack in the Box Inc. or any successor thereto to own (directly or indirectly) 100% of the Equity Interests of the Holding Company Guarantor; (ii) the Holding Company Guarantor to own 100% of the Equity Interests of the Master Issuer; (iii) the Master Issuer to own (directly or indirectly) 100% of the Equity Interests of the Franchisor and JIB Properties; or (iv) the Master Issuer or any Guarantor to own (directly or indirectly) 100% of the Equity Interests of any Additional Securitization Entity (except to the extent permitted under Section 8.16);
 
(m)          other than as permitted hereunder or the other Related Documents, the Securitization Entities collectively fail to have good title or valid leasehold interest, as applicable, in or to any material portion of the Securitized Assets; provided, however, that this clause (m) will only begin to apply to the Real Estate Assets six (6) months after the Closing Date;
 
(n)          any ERISA Event occurs that, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on any Securitization Entity;
 
(o)          the IRS files notice of a Lien pursuant to Section 6323 of the Code with regard to the assets of any Securitization Entity and such Lien has not been released within sixty (60) days, unless (i) Jack in the Box Inc. or a Subsidiary thereof has provided evidence that payment to satisfy the full amount of the asserted liability has been provided to the IRS, and the IRS has released such asserted Lien within sixty (60) days of such payment, or (ii) such Lien or the asserted liability is being contested in good faith and Jack in the Box Inc. or a Subsidiary thereof has contributed to the Holding Company Guarantor the Tax Lien Reserve Amount, which such Tax Lien Reserve Amount is set aside and remitted to a collateral deposit account as provided in Section 8.36;
 
(p)          a final non-appealable non-monetary judgment has been made by a court of competent jurisdiction that materially impairs (i) the Securitization Entities’ ability to conduct the Securitized Company Restaurant Business and the Securitized Franchised Restaurant Business as of such date, taken as a whole, or (ii) the exercise of the Securitization Entities’ or of the Trustee’s rights with respect to the Securitized Assets; or
 
(q)          on the 90th day following the occurrence and continuation of an Advance Period;
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then (i) in the case of any event described in each clause above (except for clause (d) thereof) that is continuing the Trustee, at the direction of the Control Party (at the direction of the Controlling Class Representative) and on behalf of the Noteholders, by written notice to the Master Issuer, shall declare the Notes of all Series to be immediately due and payable, and upon any such declaration the unpaid principal amount of the Notes of all Series, together with accrued and unpaid interest thereon through the date of acceleration, and all other amounts due to the Noteholders and the other Secured Parties under the Indenture Documents shall become immediately due and payable or (ii) in the case of any event described in clause (d) above, the unpaid principal amount of the Notes of all Series, together with interest accrued but unpaid thereon through the date of acceleration, and all other amounts due to the Noteholders and the other Secured Parties under the Indenture Documents, shall immediately and without further act become due and payable.  Promptly following the Trustee’s receipt of written notice hereunder of any Event of Default, the Trustee shall send a copy thereof to the Master Issuer, the Servicer, each Rating Agency for each Series of Notes Outstanding, the Controlling Class Representative, the Manager, the Back-Up Manager, each Noteholder and each other Secured Party.
 
If the Master Issuer obtains Actual Knowledge that a Default or an Event of Default has occurred and is continuing, the Master Issuer shall promptly notify the Trustee and the Servicer.
 
At any time after such a declaration of acceleration of maturity has been made relating to the Notes and before a judgment or decree for payment of the money due has been obtained by the Trustee, as hereinafter provided in this Article IX, the Control Party (at the direction of the Controlling Class Representative), by written notice to the Master Issuer and to the Trustee, may rescind and annul such declaration and its consequences, if (i) the Master Issuer has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue installments of interest and principal on the Notes (excluding principal amounts due solely as a result of the acceleration), and (b) all unpaid taxes, administrative expenses and other sums paid or advanced by the Trustee or Servicer under the Related Documents and the reasonable compensation, expenses, disbursements and Advances of the Trustee and the Servicer, their agents and counsel, and any unreimbursed Advances (with interest thereon at the Advance Interest Rate), Servicing Fees, Liquidation Fees or Workout Fees and all fees and amounts due to the Back-Up Manager under the Back-Up Management Agreement and (ii) all existing Events of Default, other than the non-payment of the principal of the Notes which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 9.07.  No such rescission shall affect any subsequent default or impair any right consequent thereon.  Any acceleration resulting from any event described in clause (d) above may not be rescinded.
 
Rights of the Control Party and the Trustee upon Event of Default.
 
(a)          Payment of Principal and Interest.  The Master Issuer covenants that if (i) default is made in the payment of any interest on any Series of Notes Outstanding when the same becomes due and payable, (ii) the Notes are accelerated following the occurrence of an Event of Default or (iii) default is made in the payment of the principal of, or premium, if any, on any Series of Notes Outstanding when due and payable, the Master Issuer shall, to the extent of funds available, upon demand of the Trustee, at the direction of the Control Party (subject to Section 11.04(e), at the direction of the Controlling Class Representative), pay to the Trustee, for the benefit of the Noteholders, the whole amount then due and payable on the Notes for principal, premium, if any, and interest, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Note Rate and any default rate, as applicable, and in addition thereto such further amount as shall be sufficient to cover costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.
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(b)          Proceedings To Collect Money.  In case the Master Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee at the direction of the Control Party (at the direction of the Controlling Class Representative), in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Master Issuer and collect in the manner provided by law out of the property of the Master Issuer, wherever situated, the moneys adjudged or decreed to be payable.
 
(c)          Other Proceedings.  If and when an Event of Default shall have occurred and is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.04(e), at the direction of the Controlling Class Representative) pursuant to a Control Party request shall take one or more of the following actions:
 
(i)          proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or any other Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by the Indenture or any other Related Document or by law, including any remedies of a secured party under applicable law;
 
(ii)          (A) direct the Master Issuer to exercise (and the Master Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of the Master Issuer or any Securitization Entity against any party to any Collateral Transaction Document arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to the Master Issuer, and any right of the Master Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Master Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) the Master Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under the Indenture to direct the Master Issuer to take such action);
 
(iii)          institute Proceedings from time to time for the complete or partial foreclosure of the Indenture or, to the extent applicable, any other Related Document, with respect to the Collateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee willshall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Related Documents and title to such property willshall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
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(iv)          sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee will provide notice to the Master Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral or Securitized Assets, to the extent permitted by applicable law.
 
(d)          Sale of Securitized Assets.  In connection with any sale of the Collateral hereunder, under the Guarantee and Collateral Agreement (which may proceed separately and independently from the exercise of remedies under the Indenture), Mortgage or under any judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of the Indenture, the Guarantee and Collateral Agreement or any other Related Document, or any sale of Securitized Assets, to the extent permitted by applicable law:
 
(i)          any of the Trustee, any Noteholder, any Enhancement Provider, any Hedge Counterparty and/or any other Secured Party may bid for and purchase the property being sold, and upon compliance with the terms of the sale may hold, retain, possess and dispose of such property in its own absolute right without further accountability;
 
(ii)          the Trustee (at the direction of the Control Party (at the direction of the Controlling Class Representative)) may make and deliver to the purchaser or purchasers a good and sufficient deed, bill of sale and instrument of assignment and transfer of the property sold;
 
(iii)          all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, of any Securitization Entity of, in and to the property so sold shall be divested; and such sale shall be a perpetual bar both at law and in equity against such Securitization Entity, its successors and assigns, and against any and all Persons claiming or who may claim the property sold or any part thereof from, through or under such Securitization Entity or its successors or assigns; and
 
(iv)          the receipt of the Trustee or of the officer thereof making such sale shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money, and such purchaser or purchasers, and his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of the Trustee or of such officer therefor, be obliged to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non‑application thereof.
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(e)          Application of Proceeds.  Any amounts obtained by the Trustee on account of or as a result of the exercise by the Trustee of any of its rights under thethis Base Indenture or under the Guarantee and Collateral Agreement (a) will be deposited into the Collection Account and, other than with respect to amounts owed to a depository bank or securities intermediary under the related Account Control Agreement, will be held by the Trustee as additional collateral for the repayment of the Obligations and (b) will be applied first to pay a depository bank or securities intermediary in respect of amounts owed to it under the related Account Control Agreement and then as provided in the priority set forth in the Priority of Payments; provided that, unless otherwise provided in this Article IX, with respect to any distribution to any Class of Notes, such amounts will be distributed sequentially in order of alphabetical (as opposed to alphanumerical) designation and pro rata among each Class of Notes of the same alphabetical designation based upon the Outstanding Principal Amount of the Notes of each such Class.
 
(f)          Additional Remedies.  In addition to any rights and remedies now or hereafter granted hereunder or under applicable law (x) with respect to the Collateral, the Trustee shall have all of the rights and remedies of a secured party under the UCC as enacted in any applicable jurisdiction and (y) with respect to the other Securitized Assets, the Trustee shall have all of the rights and remedies of an unsecured creditor in any applicable jurisdiction.
 
(g)          Proceedings.  The Trustee may maintain a Proceeding even if it does not possess any of the Notes or does not produce any of them in the Proceeding, and any such Proceeding instituted by the Trustee shall be in its own name as trustee.  All remedies are cumulative to the extent permitted by law.
 
(h)          Power of Attorney.  The Master Issuer hereby grants to the Trustee an absolute and irrevocable power of attorney, with full power and authority in the place and stead of the Master Issuer and in the name of the Master Issuer, upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument consistent with the terms of hereof and the other Related Documents necessary or advisable to accomplish the purposes hereof, including, without limitation,  to sign any document which may be required by the PTO, the United States Copyright Office, any similar office or agency in each foreign country in which any Securitization IP is located, or any other Governmental Authority in order to effect an absolute assignment of all right, title and interest in or to any Securitization IP, and record the same. The foregoing grant of authority is a power of attorney coupled with an interest. The Master Issuer hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.
 
Waiver of Appraisal, Valuation, Stay and Right to Marshaling.  To the extent it may lawfully do so, the Master Issuer for itself and for any Person who may claim through or under it hereby:
 
(a)          agrees that neither it nor any such Person will step up, plead, claim or in any manner whatsoever take advantage of any appraisal, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or otherwise hinder (i) the performance, enforcement or foreclosure of the Indenture or the Guarantee and Collateral Agreement, (ii) the sale of any of the Collateral or Securitized Assets, to the extent permitted by applicable law or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof;
 
(b)          waives all benefit or advantage of any such laws;
 
(c)          waives and releases all rights to have the Collateral and/or the Securitized Assets marshaled upon any foreclosure, sale or other enforcement of the Indenture or the Guarantee and Collateral Agreement; and
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(d)          consents and agrees that, subject to the terms of the Indenture and the Guarantee and Collateral Agreement, all the Collateral and all of the Securitized Assets (to the extent permitted by applicable law) may at any such sale be sold by the Trustee as an entirety or in such portions as the Trustee may (upon direction by the Control Party (at the direction of the Controlling Class Representative)) determine.
 
Limited Recourse.  Notwithstanding any other provision of the Indenture, the Notes or any other Related Document or otherwise, the liability of the Securitization Entities to the Noteholders and any other Secured Parties under or in relation to the Indenture, the Notes or any other Related Document or otherwise, is limited in recourse to the assets of the Securitization Entities.  Following the proceeds of such assets having been applied in accordance with the terms hereof, none of the Noteholders or any other Secured Parties shall be entitled to take any further steps against any Securitization Entity to recover any sums due but still unpaid hereunder, under the Notes or under any of the other agreements or documents described in this Section 9.05, all claims in respect of which shall be extinguished. The provisions of this Section 9.05 shall survive the expiration or earlier termination of the Indenture.
 
Optional Preservation of the Securitized Assets.  If the maturity of the Outstanding Notes of each Series has been accelerated pursuant to Section 9.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee, at the direction of the Control Party (acting at the direction of the Controlling Class Representative), shall elect to maintain possession of such portion, if any, of the Collateral and/or Securitized Assets (to the extent permitted by applicable law) as the Control Party (acting at the direction of the Controlling Class Representative) shall in its discretion determine.
 
Waiver of Past Events.  Prior to the declaration of the acceleration of the maturity of each Series of Notes Outstanding as provided in Section 9.02 and subject to Section 13.02, the Control Party (at the direction of the Controlling Class Representative) by notice to the Trustee, each Rating Agency and the Servicer (with a copy to the Back-Up Manager), may waive any existing Default or Event of Default described in any clause of Section 9.02 (except clause (d) thereof) and its consequences; provided, however, that before any waiver may be effective, the Trustee and the Servicer must have received any reimbursement then due or payable in respect of unreimbursed Advances (including interest thereon) or any other amounts then due to the Servicer or the Trustee hereunder or under the Related Documents; provided, further, that the Control Party shall provide written notice of any such waiver to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer and the Back-Up Manager).  Upon any such waiver, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.  A Default or an Event of Default described in Section 9.02(d) shall not be subject to waiver without the consent of the Control Party (acting at the direction of the Controlling Class Representative) and each Noteholder.  Subject to Section 13.02, the Control Party (at the direction of the Controlling Class Representative), by notice to the Trustee, each Rating Agency for each Series of Notes Outstanding and the Servicer (with a copy to the Back-Up Manager), may waive any existing Potential Rapid Amortization Event or any existing Rapid Amortization Event; provided however, that a Rapid Amortization Event described in Section 9.01(b) relating to a particular Series, Class or Tranche of Notes shall not be permitted to be waived by any party unless 100% of the Noteholders have consented to such waiver in writing.]
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Control by the Control Party.  Notwithstanding any other provision hereof, the Control Party (subject to Section 11.04(e), at the direction of the Controlling Class Representative) may cause the institution of and direct the time, method and place of conducting any proceeding in respect of any enforcement of the Collateral (or, to the extent permitted by applicable law, other Securitized Assets) or conducting any proceeding in respect of any enforcement of Liens on the Collateral and other rights and remedies against the other Securitized Assets (to the extent permitted by applicable law) or conducting any proceeding for any contractual or legal remedy available to the Trustee or exercise any trust or power conferred on the Trustee; provided that:
 
(a)          such direction of time, method and place shall not be in conflict with any rule of law, the Servicing Standard or the Indenture;
 
(b)          the Control Party (at the direction of the Controlling Class Representative) may take any other action deemed proper by the Control Party (at the direction of the Controlling Class Representative) that is not inconsistent with such direction (as the same may be modified by the Control Party in writing (with the consent of the Controlling Class Representative)); and
 
(c)          such direction shall be in writing;
 
provided further that, subject to Section 10.01, the Trustee need not take any action that it determines might involve it in liability unless it has received an indemnity for such liability as provided herein.  The Trustee shall take no action referred to in this Section 9.08 unless instructed to do so by the Control Party (at the direction of the Controlling Class Representative).
 
Limitation on Suits.  Any other provision of the Indenture to the contrary notwithstanding, a Holder may pursue a remedy with respect to the Indenture or any other Related Document only if:
 
(a)          the Holder gives to the Trustee, the Control Party and the Controlling Class Representative written notice of a continuing Event of Default;
 
(b)          the Holders of at least 25% of the Aggregate Outstanding Principal Amount make a written request to the Trustee, the Control Party and the Controlling Class Representative to pursue the remedy;
 
(c)          such Holder or Holders offer and, if requested, provide to the Trustee, the Control Party and the Controlling Class Representative indemnification satisfactory to the Trustee, the Control Party and the Controlling Class Representative against any loss, liability or expense;
 
(d)          the Trustee does not comply with the request within sixty (60) days after receipt of the request and the offer and, if requested, the provision of indemnity reasonably satisfactory to it;
 
(e)          during such sixty (60) day period, the Majority of Senior Noteholders do not give the Trustee a direction inconsistent with the request; and
 
(f)          the Control Party (at the direction of the Controlling Class Representative) has consented to the pursuit of such remedy.
 
A Holder may not use the Indenture or any other Related Document to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.
 
Unconditional Rights of Holders to Receive Payment.  Notwithstanding any other provision of the Indenture, the right of any Holder of a Note to receive payment of principal of, and premium, if any, and interest on the Note, on or after the respective Series Legal Final Maturity Date expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder of the Note.
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The Trustee May File Proofs of Claim.  The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel), the Holders and any other Secured Party (as applicable) allowed in any judicial proceedings relative to the Master Issuer (or any other obligor upon the Notes), its creditors or its property, and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claim and any custodian in any such judicial proceeding is hereby authorized by each Holder and each other Secured Party to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders or any other Secured Party, to pay the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.05.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 10.05 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money and other properties which any of the Holders or any other Secured Party may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder or any other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Holder or any other Secured Party, or to authorize the Trustee to vote in respect of the claim of any Holder or any other Secured Party in any such proceeding.
 
Undertaking for Costs.  In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of any undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 9.12 does not apply to a suit by the Trustee (or by the Control Party for any contractual or legal remedy available to the Trustee), a suit by a Holder pursuant to Section 9.09 or a suit by Holders of more than 10% of the Aggregate Outstanding Principal Amount of all Series of Notes.
 
Restoration of Rights and Remedies.  If the Trustee, any Holder or any other Secured Party has instituted any Proceeding to enforce any right or remedy under the Indenture or any other Related Document and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Holder or other Secured Party, then and in every such case the Trustee and the Holders and any such other Secured Party shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, the Holders and the other Secured Parties shall continue as though no such Proceeding had been instituted.
 
Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Trustee or to the Holders or any other Secured Party is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under the Indenture or any other Related Document or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy under the Indenture or any other Related Document, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
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Delay or Omission Not Waiver.  No delay or omission of the Trustee, the Control Party, the Controlling Class Representative, any Holder or any other Secured Party to exercise any right or remedy accruing upon any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default or an acquiescence therein.  Every right and remedy given by this Article IX or by law to the Trustee, the Control Party, the Controlling Class Representative, the Holders or any other Secured Party may be exercised from time to time to the extent not inconsistent with the Indenture, and as often as may be deemed expedient, by the Trustee, the Control Party, the Controlling Class Representative, the Holders or any other Secured Party, as the case may be.
 
Waiver of Stay or Extension Laws.  The Master Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of the Indenture or any other Related Document; and the Master Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantages of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, the Control Party or the Controlling Class Representative, but will suffer and permit the execution of every such power as though no such law had been enacted.
 
Article X


THE TRUSTEE
 
Duties of the Trustee.  (a)  If an Event of Default or Rapid Amortization Event actually known to a Trust Officer has occurred and is continuing, the Trustee shall (except in the case of the receipt of directions with respect to such matter from the Control Party in accordance with the terms of this Base Indenture or another Related Document in which event the Trustee’s sole obligation will be to await such direction and act or refrain from acting in accordance therewith) exercise such of the rights and powers vested in it by the Indenture and the other Related Documents, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided, however, that the Trustee shall have no liability in connection with any action or inaction taken, or not taken, by it upon the deemed occurrence of an Event of Default, a Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event of which a Trust Officer has not received written notice; provided, further, that the Trustee shall have no liability in connection with any action or inaction due to the acts or failure to act of the Control Party or the Controlling Class Representative in connection with any Event of Default, Rapid Amortization Event, a Manager Termination Event or a Servicer Termination Event or for acting or failing to act due to any direction or lack of direction from the Control Party or the Controlling Class Representative.  The preceding sentence shall not have the effect of insulating the Trustee from liability arising out of the Trustee’s negligence, bad faith or willful misconduct except as provided in Section 10.01(c).  The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of the Indenture, shall examine them to determine whether they conform to the requirements of this Indenture; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement opinion, report, document, order or other instrument furnished by the Master Issuer under the Indenture.
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(b)          Except during the occurrence and continuance of an Event of Default, Rapid Amortization Event, Manager Termination Event or Servicer Termination Event of which a Trust Officer shall have Actual Knowledge:
 
(i)          The Trustee undertakes to perform only those duties that are specifically set forth in the Indenture or any other Related Document to which it is a party and no others, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into the Indenture or any other Related Document against the Trustee; and
 
(ii)          In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Indenture and any other applicable Related Document; provided, however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of the Indenture and shall promptly notify the party of any non-conformity.
 
(c)          The Trustee may not be relieved from liability for its own negligent action, bad faith or willful misconduct, except that:
 
(i)          This clause (c) does not limit the effect of clause (b) of this Section 10.01.
 
(ii)          The Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Trust Officer, unless it is proven that the Trustee was grossly negligent, acted in bad faith or engaged in willful misconduct in ascertaining the pertinent facts.
 
(iii)          The Trustee shall not be liable in its individual capacity with respect to any action taken or omitted to be taken by it in good faith at the direction of the Manager, the Master Issuer, the Control Party and/or a Holder under circumstances in which such direction is required or permitted by the terms of this Base Indenture or applicable law.
 
(iv)          The Trustee shall not be charged with knowledge of any Mortgage Preparation Event, Mortgage Recordation Event, Default, Event of Default, Potential Rapid Amortization Event, Rapid Amortization Event, Manager Termination Event, Potential Manager Termination Event or Servicer Termination Event or the commencement and continuation of a Cash Trapping Period until such time as a Trust Officer shall have Actual Knowledge or have received written notice thereof.  In the absence of such Actual Knowledge or receipt of such notice, the Trustee may conclusively assume that no such event has occurred or is continuing.
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(d)          Notwithstanding anything to the contrary contained in the Indenture or any of the other Related Documents, no provision of the Indenture or the other Related Documents shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or exercises of its rights or powers hereunder, if it has reasonable grounds for believing that the repayment of such funds or adequate security or indemnity against such risk or liability is not reasonably assured to it by the terms of the Indenture or the Guarantee and Collateral Agreement.  The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any risk, loss, liability or expense.
 
(e)          In the event that the Paying Agent or the Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Registrar, as the case may be, under the Indenture, the Trustee shall be obligated as soon as practicable upon Actual Knowledge of a Trust Officer thereof and receipt of appropriate records and information, if any, to perform such obligation, duty or agreement in the manner so required.
 
(f)          Subject to Section 10.03, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law or the Indenture or any of the other Related Documents.
 
(g)          Whether or not therein expressly so provided, every provision of the Indenture and the other Related Documents relating to the conduct of, affecting the liability of, or affording protection to, the Trustee shall be subject to the provisions of this Section 10.01.
 
(h)          The Trustee shall not be responsible for the existence, genuineness or value of any of the Securitized Assets or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Securitized Assets or any agreement or assignment contained therein, for the validity of the title of the Securitization Entities to the Securitized Assets, for insuring the Securitized Assets or for the payment of Taxes, charges, assessments or Liens upon the Securitized Assets or otherwise as to the maintenance of the Securitized Assets.  Except as otherwise provided herein, the Trustee shall have no duty to inquire as to the performance or observance of any of the terms of the Indenture or the other Related Documents by the Securitization Entities.
 
(i)          The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the Indenture or at the direction of the Servicer, the Control Party, the Controlling Class Representative or the Holders of the requisite percentage of Notes, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture, any other circumstances in which direction is required or permitted by the terms of the Indenture or applicable law.
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(j)          The Trustee shall have no duty (i) to see to any recording, filing or depositing of this Base Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recordings or filing or depositing or to any rerecording, refiling or redepositing of any thereof (other than with respect to filings of the Mortgages as and to the extent provided in Section 3.01(c)); (ii) to see to any insurance, (iii) except as otherwise provided by Section 10.01(e), to see to the payment or discharge of any Tax, assessment or other governmental charge or any Lien or encumbrance of any kind or (iv) to confirm or verify the contents of any reports or certificates of the Manager, the Control Party, the Back-Up Manager or the Servicer delivered to the Trustee pursuant to this Base Indenture or any other Related Document believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties.
 
(k)          The Trustee shall not be personally liable for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of the performance of its duties under the Indenture.
 
(i)          Notwithstanding anything to the contrary in this Section 10.01, the Trustee shall make Debt Service Advances to the extent and in the manner set forth in Section 5.13(a)(iii) hereof; provided, however, that notwithstanding anything herein or in any other Related Document to the contrary, the Trustee will not be responsible for advancing any principal on the Senior Notes, any make-whole prepayment premiums, any Series Hedge Payment Amounts, any Class A-1 Notes Administrative Expenses, any Class A-1 Quarterly Commitment Fee Amounts, any Post-ARD Contingent Interest or any reserve amounts or any interest or principal payable on, or any other amount due with respect to, the Senior Subordinated Notes or the Subordinated Notes. The Trustee will not be required to make any Debt Service Advance in respect of any Class A-1 Interest Adjustment Amount to the extent such Debt Service Advance would be duplicative of a Debt Service Advance already made with respect to such Quarterly Calculation Date. The Trustee may update or change its nonrecoverability determination at any time, and may decide that a Debt Service Advance or Collateral Protection Advance that was previously deemed to be a Nonrecoverable Advance will have become recoverable or that a Debt Service Advance or Collateral Protection Advance that was previously made will have become nonrecoverable.
 
(ii)          Notwithstanding anything herein to the contrary, no Debt Service Advance shall be required to be made hereunder by the Trustee if either (i) the Trustee determines such Debt Service Advance (including interest thereon) would, if made, constitute a Nonrecoverable Advance or (ii) on and after the Springing Amendments Implementation Date, an Advance Suspension Period is then in effect, pursuant to the Servicing Agreement.  The determination by the Trustee that it has made a Nonrecoverable Advance or that any proposed Debt Service Advance, if made, would constitute a Nonrecoverable Advance, shall be made by the Trustee in its reasonable good faith judgment.  In no event shall the Trustee be required to make a Collateral Protection Advance, including a Requested Collateral Protection Advance, unless (i) the Servicer has determined that such Collateral Protection Advance has been approved, (ii) the Servicer has subsequently failed to make such Collateral Protection Advance, (iii) the Trustee has determined that such Collateral Protection Advance would not be a Nonrecoverable Advance in accordance with this Indenture and (iv) on and after the Springing Amendments Implementation Date, an Advance Suspension Period is in effect. The Trustee is entitled to conclusively rely on the determination of the Servicer that an Advance is or would be a Nonrecoverable Advance, but may also make its own determination in its reasonable good faith in accordance with this Indenture.  Any such determination will be conclusive and binding on the Holders.  The Trustee may update or change its nonrecoverability determination at any time, and may decide that a requested Debt Service Advance or Collateral Protection Advance that was previously deemed to be a Nonrecoverable Advance shall have become recoverable or that a Debt Service Advance or Collateral Protection Advance that was previously made will have become nonrecoverable.  Notwithstanding the foregoing, all outstanding Debt Service Advances and Collateral Protection Advances made by the Trustee and any accrued interest thereon will be paid strictly in accordance with the Priority of Payments, even if the Trustee determines that any such advance is a Nonrecoverable Advance after such Advance has been made.
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(iii)          The Trustee shall be entitled to receive interest at the Advance Interest Rate accrued on the amount of each Debt Service Advance made thereby (with its own funds) for so long as such Debt Service Advance is outstanding.  Such interest with respect to any Debt Service Advance made pursuant to this Section 10.01(k) shall be calculated on the basis of a 360-day year of twelve 30-day months (which will be compounded monthly) and shall be payable out of Collections in accordance with the Priority of Payments pursuant to Section 5.12 hereof and the other applicable provisions of the Related Documents.
 
Rights of the Trustee.  Except as otherwise provided by Section 10.01:
 
(a)          The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting based upon any resolution, Officer’s Certificate, Opinion of Counsel, certificate, instrument, report, consent, order, document or other paper reasonably believed by it to be genuine and to have been signed by or presented by the proper Person.
 
(b)          The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
 
(c)          The Trustee may act through agents, custodians and nominees and shall not be liable for any negligence, bad faith or willful misconduct on the part of, or for the supervision of, any such non-affiliated agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care; provided, however, the Trustee shall have received the consent of the Servicer prior to the appointment of any agent, custodian or nominee performing any material obligation of the Trustee hereunder.
 
(d)          The Trustee shall not be liable for any action it takes, suffers or omits to take in the absence of gross negligence, bad faith or willful misconduct which it believes to be authorized or within the discretion or rights or powers conferred upon it by the Indenture or the applicable Related Documents.
 
(e)          The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Base Indenture, any Series Supplement or any other Related Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of the Servicer, the Control Party, the Controlling Class Representative, any of the Holders or any other Secured Party, pursuant to the provisions of this Base Indenture or any Series Supplement, unless the Trustee shall have been offered security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby.
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(f)          Prior to the occurrence of an Event of Default or Rapid Amortization Event, the Trustee shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by the Noteholders of at least 25% of the Aggregate Outstanding Principal Amount of all then Outstanding Notes.  If the Trustee is so requested or determines in its own discretion to make such further inquiry or investigation into such facts or matters as it sees fit, the Trustee shall be entitled to examine the books, records and premises of the Securitization Entities, personally or by agent or attorney, at the sole cost of the Master Issuer and the Trustee shall incur no liability by reason of such inquiry or investigation.
 
(g)          The right of the Trustee to perform any discretionary act enumerated in this Base Indenture shall not be construed as a duty, and the Trustee shall be not be liable in the absence of negligence, bad faith or willful misconduct for the performance of such act.
 
(h)          In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee.  The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account.  The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.
 
(i)          Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary or sensitive information and sent by electronic mail will be encrypted.  The recipient of the email communication will be required to complete a one-time registration process.
 
(j)          The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable efforts to resume performance as soon as practicable under the circumstances).
 
(k)          The Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder.
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(l)          All rights of action and claims under this Base Indenture may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee.  Any recovery of judgment shall, after provision for the payments to the Trustee provided for in Section 10.05, be distributed in accordance with the Priority of Payments.
 
(m)          The Trustee may request written direction from any applicable party any time the Indenture provides that the Trustee may be directed to act.
 
(n)          Any request or direction of the Master Issuer mentioned herein shall be sufficiently evidenced by a Company Order.
 
(o)          Whenever in the administration of the Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee may, in the absence of bad faith, gross negligence or willful misconduct on its part, rely upon an Officer’s Certificate of the Master Issuer, the Manager or the Servicer and shall incur no liability for its reliance thereon.
 
(p)          The Trustee shall not be responsible for the accuracy of the books or records of, or for any acts or omissions of, DTC, any transfer agent (other than the Trustee itself acting in that capacity), Clearstream, Euroclear, any calculation agent (other than the Trustee itself acting in that capacity), or any agent appointed by it with due care or any Paying Agent (other than the Trustee itself acting in that capacity).
 
(q)          The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments.  The Trustee does not guarantee the performance of any Eligible Investments.
 
(r)          The Trustee shall have no obligation to invest and reinvest any cash held in the absence of timely and specific written investment direction from the Servicer or the Master Issuer.  In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon.  The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Master Issuer to provide timely written investment direction.
 
(s)          The Trustee shall have no obligation to calculate nor shall it be responsible or liable for any calculation of the DSCR, New Series Pro Forma DSCR or the Interest-Only DSCR.
 
(t)          The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee, in each case, with respect to its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
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(u)          The Trustee shall be afforded, in each Related Document, all of the rights, powers, immunities and indemnities granted to it in this Base Indenture as if such rights, powers, immunities and indemnities were specifically set out in each such Related Document.
 
(v)          For any purpose under the Related Documents, the Trustee may conclusively assume without incurring liability therefor that no Notes are held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them unless a Trust Officer has received written notice at the Corporate Trust Office that any Notes are so held by any of the Securitization Entities, any other obligator upon the Notes, the Manager or any Affiliate of them.
 
(w)          The Trustee shall not have any responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of an engagement of Independent Auditors by the Master Issuer (or the Manager on behalf of the Master Issuer) or the terms of any agreed upon procedures in respect of such engagement; provided, however, that the Trustee shall be authorized, upon receipt of a Company Order directing the same, to execute any acknowledgment or other agreement with the Independent Auditors required for the Trustee to receive any of the reports or instructions provided herein, which acknowledgment or agreement may include, among other things, (i) acknowledgment that the Master Issuer had agreed that the procedures to be performed by the Independent Auditors are sufficient for the Master Issuer’s purposes, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Auditors, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Auditors (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Auditors that the Trustee reasonably determines adversely affects it.
 
Individual Rights of the Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Securitization Entities or an Affiliate of the Securitization Entities with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.
 
Notice of Events of Default and Defaults.  If an Event of Default, a Default, a Rapid Amortization Event or a Potential Rapid Amortization Event occurs and is continuing and if a Trust Officer has Actual Knowledge, or written notice of the existence thereof has been delivered to a Trust Officer, the Trustee shall promptly provide the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Master Issuer, any Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding with notice of such Event of Default, Default, Rapid Amortization Event or Potential Rapid Amortization Event, to the extent that the Notes of such Series are Book-Entry Notes, by email, telephone and facsimile and otherwise by first class mail.
 
Compensation and Indemnity.  (a)  The Master Issuer shall promptly pay to the Trustee from time to time compensation for its acceptance of the Indenture and services hereunder and under the other Related Documents to which the Trustee is a party as the Trustee and the Master Issuer shall from time to time agree in writing.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Master Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services in accordance with the provisions of the Indenture (including, without limitation, the Priority of Payments).  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and outside counsel.  The Master Issuer shall not be required to reimburse any expense incurred by the Trustee through the Trustee’s own willful misconduct, bad faith or negligence.  When the Trustee incurs expenses or renders services after an Event of Default or Rapid Amortization Event occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code.
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(b)          The Master Issuer shall indemnify and hold harmless the Trustee or any predecessor Trustee and their respective directors, officers, agents and employees from and against any loss, liability, claim, expense (including Taxes, other than Taxes based upon, measured by or determined by the income of the Trustee or such predecessor Trustee), damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with (i) the activities of the Trustee or such predecessor Trustee pursuant to this Base Indenture, any Series Supplement or any other Related Documents to which the Trustee is a party and (ii) the security interest granted hereby, whether arising by virtue of any act or omission on the part of the Master Issuer or otherwise, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding, claim (whether asserted by the Master Issuer, the Servicer, the Control Party or any Noteholder or any other Person), liability in connection with the exercise or performance of any of its powers or duties hereunder or under any Related Document, the preservation of any of its rights to, or the realization upon, any of the Collateral, or the Securitized Assets, to the extent permitted by applicable law, or in connection with enforcing the provisions of this Section 10.05(b); provided, however, that the Master Issuer shall not indemnify the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute willful misconduct, bad faith or negligence by the Trustee or such predecessor Trustee, as the case may be.
 
(c)          The provisions of this Section 10.05 shall survive the termination of the Indenture and the resignation and removal of the Trustee.
 
Replacement of the Trustee.  (a)  A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 10.06.
 
(b)          The Trustee may, after giving thirty (30) days prior written notice to the Master Issuer, the Noteholders, the Servicer, the Manager, the Back-Up Manager, the Controlling Class Representative, each Class A-1 Administrative Agent and each Rating Agency for each Series of Notes Outstanding, resign at any time from its office and be discharged from the trust hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder.  The Control Party or the Master Issuer may remove the Trustee, or any Noteholder may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee, if at any time:
 
(i)          the Trustee fails to comply with Section 10.08;
 
(ii)          the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under the Bankruptcy Code;
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(iii)          the Trustee fails generally to pay its debts as such debts become due; or
 
(iv)          the Trustee becomes incapable of acting.
 
If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Master Issuer shall promptly, with the prior written consent of the Control Party, appoint a successor Trustee.  Within one (1) year after the successor Trustee takes office, the Majority of Controlling Class Members (with the prior written consent of the Control Party) may appoint a successor Trustee to replace the successor Trustee appointed by the Master Issuer.
 
(c)          If a successor Trustee is not appointed and an instrument of acceptance by a successor Trustee is not delivered to the Trustee within thirty (30) days after the retiring Trustee resigns or is removed, at the direction of the Control Party, the retiring Trustee, at the expense of the Master Issuer, may petition any court of competent jurisdiction for the appointment of a successor Trustee.
 
(d)          If the Trustee after written request by the Servicer or any Noteholder fails to comply with Section 10.08, the Servicer or such Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
 
(e)          A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee or removed Trustee and to the Servicer and the Master Issuer (with a copy to the Back-Up Manager).  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Base Indenture, any Series Supplement and any other Related Document to which the Trustee is a party.  The successor Trustee shall mail a notice of its succession to the Noteholders and each Class A-1 Administrative Agent.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the retiring Trustee hereunder have been paid.  Notwithstanding replacement of the Trustee pursuant to this Section 10.06, the Master Issuer’s obligations under Section 10.05 shall continue for the benefit of the retiring Trustee.
 
(f)          No successor Trustee may accept its appointment unless at the time of such acceptance such successor is qualified and eligible under this Base Indenture and a Rating Agency Notification has been provided and the Control Party has provided its consent with respect to such appointment.
 
Successor Trustee by Merger, etc. Subject to Section 10.08, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided that written notice of such consolidation, merger or conversion shall be provided to the Master Issuer, the Servicer, the Noteholders and each Class A-1 Administrative Agent; provided, further, that the resulting or successor corporation is eligible to be a Trustee under Section 10.08.
 
Eligibility Disqualification.  (a)  There shall at all times be a Trustee hereunder which shall (i) be a bank or trust company organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trustee power, (ii) be subject to supervision or examination by federal or state authority, (iii) have a combined capital and surplus of at least $250,000,000 as set forth in its most recent published annual report of condition, (iv) be reasonably acceptable to the Servicer and (v) have a long-term unsecured debt rating of at least “BBB” by S&P, if it has a rating by S&P, if it has a rating by KBRA, “BBB” by KBRA, and if it does not have a rating by S&P or KBRA, then a rating of at least “BBB” (or an equivalent) by another nationally recognized statistical rating organization.
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(b)          At any time the Trustee shall cease to satisfy the eligibility requirements of Section 10.08(a), the Trustee shall resign after written request that it do so by the Master Issuer, or by the Control Party at the direction of the Controlling Class Representative, in the manner and with the effect specified in Section 10.06.
 
Appointment of Co-Trustee or Separate Trustee.  (a)  Notwithstanding any other provisions of this Base Indenture, any Series Supplement or any other Related Document, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Securitized Assets may at the time be located, the Trustee shall have the power upon notice to the Control Party, the Master Issuer and each Class A-1 Administrative Agent and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Securitized Assets, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders and the other Secured Parties, such title to the Collateral (or other rights in and to the Securitized Assets), or any part thereof, and, subject to the other provisions of this Section 10.09, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable.  Any co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 10.08 or shall be otherwise acceptable to the Servicer.  No notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 10.06.  No co-trustee shall be appointed without the consent of the Servicer and the Master Issuer unless such appointment is required as a matter of state law or to enable the Trustee to perform its functions hereunder.
 
(b)          Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
 
(i)          the Notes of each Series (other than Uncertificated Notes) shall be authenticated and delivered solely by the Trustee or an authenticating agent appointed by the Trustee;
 
(ii)          all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral (or other rights in and to the Securitized Assets) or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;
 
(iii)          no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder and such appointment shall not, and shall not be deemed to, constitute any such trustee or co-trustee as an agent of the Trustee; and
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(iv)          the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.
 
(c)          Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Base Indenture and the conditions of this Article X.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Base Indenture, any Series Supplement and any other Related Documents to which the Trustee is a party, specifically including every provision of this Base Indenture, any Series Supplement, or any other Related Document which the Trustee is a party relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Every such instrument shall be filed with the Trustee and a copy thereof given to the Servicer and the Master Issuer.
 
(d)          Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Base Indenture, any Series Supplement or any other Related Document on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
 
Representations and Warranties of Trustee.  The Trustee represents and warrants to the Master Issuer and the Holders that:
 
(a)          the Trustee is a national banking association, organized, existing and in good standing under the laws of the United States;
 
(b)          the Trustee has full power, authority and right to execute, deliver and perform this Base Indenture, any Series Supplement issued concurrently with this Base Indenture and each other Related Document to which it is a party and to authenticate the Notes (other than Uncertificated Notes which shall be registered), and has taken all necessary action to authorize the execution, delivery and performance by it of this Base Indenture, any Series Supplement issued concurrently with this Base Indenture and any such other Related Document and to authenticate the Notes;
 
(c)          this Base Indenture and each other Related Document to which it is a party has been duly executed and delivered by the Trustee; and
 
(d)          the Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 10.08(a).
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Article XI


CONTROLLING CLASS REPRESENTATIVE AND CONTROL PARTY
 
Controlling Class Representative.
 
(a)          On the Closing Date and at any time when no Person is serving as the Controlling Class Representative in accordance with this Article XI, (i) the Control Party shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard; provided that the Control Party shall have no obligations to interact with any Holders (including providing any notices or deliverables) and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party.
 
(b)          Within thirtyfive (305) daysBusiness Days after the Closing Date or any other CCR Re-election Event, the Trustee shall send via email to the Class A-1 Administrative Agent and via the Applicable Procedures of the Clearing Agency with respect to the Controlling Class Members holding Book-Entry Notes a written notice (with copies to the Manager and the Master Issuer) in the form attached as Exhibit E hereto, announcing an election and soliciting nominations for a Controlling Class Representative (a “CCR Election Notice”).  Each Controlling Class Member will be allowed to nominate itself as a CCR Candidate (and will not be permitted to nominate any other Person or entity as a CCR Candidate) by submitting a nomination to the Trustee in the form attached as Exhibit F hereto (a “CCR Nomination”) certifying that, as of a date not more than tenfive (105) Business Days prior to the date of the CCR Election Notice, such Controlling Class Member was the Holder of the Outstanding Principal Amount of Notes of the Controlling Class specified in its CCR Nomination and that it is not a Competitor; provided that for purposes of such nomination and determining the CCR Candidates pursuant to Section 11.01(c), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series.  For any nomination to be valid, the CCR Nomination shall be delivered to the Trustee within thirtyfive (305) calendar daysBusiness Days of the date of the CCR Election Notice (such period, the “CCR Nomination Period”).
 
(c)          Based upon the CCR Nominations that are received by the Trustee, within three (3) Business Days following the end of the CCR Nomination Period, (i) if no nomination has been received and there is no Controlling Class Representative, the Trustee shall notify the Manager, the Master Issuer, the Servicer, the Back-Up Manager and the Controlling Class Members that no nominations have been received and that no election will occur, (ii) if one or more nominations have been received, the Trustee shall prepare and send to each applicable Controlling Class Member a ballot in the form of Exhibit G attached hereto (the “CCR Ballot”) naming the top three candidates based upon the highest aggregate Outstanding Principal Amount of Notes of Controlling Class Members nominating such candidate (or, if fewer than three (3) candidates are nominated, the CCR Ballot will list all candidates) or (iii) if a Controlling Class Representative currently exists and no CCR Nominations are received prior to the end of the CCR Nomination Period, then the Person serving as the current Controlling Class Representative will be deemed reelected and will remain the Controlling Class Representative.  Each Controlling Class Member may, in its sole discretion, indicate its vote for Controlling Class Representative by returning a completed CCR Ballot directly to the Trustee certifying that, as of the date of the CCR Ballot (the “CCR Voting Record Date”), such Controlling Class Member was the owner or beneficial owner of the Outstanding Principal Amount of Notes of the Controlling Class specified by such Controlling Class Member in the CCR Ballot; provided that for the purposes of such certification and the tabulation of votes pursuant to Section 11.01(d), with respect to any Series of Class A-1 Notes Outstanding, the Class A-1 Notes Voting Amount shall be used in place of the Outstanding Principal Amount of such Series. For any vote delivered on a CCR Ballot to be valid, such CCR Ballot must be delivered to the Trustee within thirtyfive (305) calendar daysBusiness Days of the date of such CCR Ballot (such period a “CCR Election Period”).
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(d)          If a CCR Candidate receives votes from Controlling Class Members holding interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes), in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date), such CCR Candidate shall be appointed the Controlling Class Representative.  Notes of the Controlling Class held by the Master Issuer or any Affiliate of the Master Issuer will not be considered Outstanding for such voting purposes.  If two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Controlling Class Representative shall be the CCR Candidate chosen by the Master Issuer (or the Manager on its behalf pursuant to the Management Agreement).  In the event that there is no current Controlling Class Representative and no CCR Candidate receives 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Trustee will notify the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members that no Controlling Class Representative has been appointed, and until a CCR Re-election Event occurs and a new Controlling Class Representative is elected then (i) the Control Party  shall exercise the rights of the Controlling Class Representative in accordance with the Servicing Standard and (ii) any deliverable or notice that is required to be provided to the Controlling Class Representative under a Related Document shall be delivered to the Control Party.
 
(e)          In the event that a Controlling Class Representative is elected, deemed elected or chosen pursuant to Section 11.01(d) or Section 11.01(j), the Trustee shall forward an acceptance letter in the form of Exhibit H attached hereto (a “CCR Acceptance Letter”) to such Controlling Class Representative.  No Person shall be appointed Controlling Class Representative unless such Person delivers to the Trustee an executed CCR Acceptance Letter within fifteenfive (155) Business Days of receipt thereof. In the CCR Acceptance Letter, the Person accepting the role of Controlling Class Representative shall (i) agree to act as the Controlling Class Representative, (ii) provide its name and contact information and permit such information to be shared with the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members, (iii) represent and warrant that it is a Controlling Class Member and not a Competitor and (iv) in the event that such Person subsequently ceases to be a Controlling Class Member, covenant to provide written notice thereof to the Trustee within one (1) Business Day of ceasing to be a Controlling Class Member.  Within two (2) Business Days of receipt of the executed CCR Acceptance Letter, the Trustee shall promptly forward copies thereof, or provide the new Controlling Class Representative’s identity and contact information to the Manager, the Securitization Entities, the Servicer, the Back-Up Manager, each Rating Agency and the Controlling Class Members.
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(f)          Within two (2) Business Days of any other change in the name or address of the Controlling Class Representative of which the Trustee has received notice from the Controlling Class Representative, the Trustee shall deliver to the Noteholder via the Applicable Procedures of the Clearing Agency, the Class A-1 Administrative Agent, the Master Issuer, the Manager, the Back-Up Manager and the Servicer a notice setting forth the name and address of the new Controlling Class Representative.
 
(g)          The Trustee shall be entitled to conclusively rely on, and will be fully protected in all actions taken or not taken by it with respect to,  (i) the email information provided by the Class A-1 Administrative Agent and the Applicable Procedures of the Clearing Agency for delivery of the CCR Election Notices and CCR Ballots to Holders and beneficial owners of the Controlling Class and (ii) with respect to all CCR Re-election Events, the representations and warranties of the Persons submitting CCR Nominations, CCR Ballots and CCR Acceptance Letters.
 
(h)          The Servicer (in its capacity as Servicer and Control Party) and the Back-Up Manager shall each be entitled to rely on the identity of the Controlling Class Representative provided by the Trustee with respect to any obligation or right hereunder or under the other Related Documents that the Servicer (in its capacity as Servicer and Control Party) or the Back-Up Manager, as the case may be, may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Noteholders of the Controlling Class, with no liability to it for such reliance.
 
(i)          The Controlling Class Representative shall be entitled to receive from the Trustee, upon request, any memoranda delivered to the Trustee by the Back-Up Manager pursuant to the Back-Up Management Agreement; provided that it shall have first executed a confidentiality agreement, in form and substance satisfactory to the Manager, and such confidentiality agreement remains in effect.  Any such memoranda shall be deemed to contain confidential information.
 
(j)          If no Controlling Class Representative has been elected, deemed elected or chosen pursuant to Section 11.01(d) or this Section 11.01(j), and a Rapid Amortization Event, a Potential Rapid Amortization Event, a Manager Termination Event, a Potential Manager Termination Event, an Event of Default and/or a Default has occurred and is continuing, the Controlling Class Representative may be appointed by a Majority of Controlling Class Members without complying with the requirements set forth in clauses (b) through (d) of this Section 11.01 by delivery of an ad hoc ballot to the Trustee and the Control Party, which shall be in the form of Exhibit K attached hereto.
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Resignation or Removal of the Controlling Class Representative.  The Controlling Class Representative may at any time resign as such by giving written notice to the Trustee, the Servicer and to each Noteholder of the Controlling Class (with a copy of such resignation provided to the Back-Up Manager).  The Controlling Class Representative will resign immediately if such Controlling Class Representative no longer holds any Notes of the Controlling Class.  As of any Record Date, a Majority of Controlling Class Members shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Trustee, the Servicer and such existing Controlling Class Representative (with a copy of such resignation provided to the Back-Up Manager).  No resignation or removal of the Controlling Class Representative shall be effective until a successor Controlling Class Representative has been appointed pursuant to Section 11.01 or until the end of the CCR Election Period (or, if no CCR Election Period has occurred after a CCR Nomination Period, until the end of the related CCR Nomination Period) following such resignation or removal; provided that any Controlling Class Representative that has been removed pursuant to this Section 11.02 may subsequently be nominated as a CCR Candidate pursuant to Section 11.01 (provided that such Controlling Class Representative candidate satisfies the requirements of this Base Indenture) and appointed as Controlling Class Representative; provided, further, that an existing Controlling Class Representative shall cease to be the Controlling Class Representative at the end of a CCR Election Period, even if no successor is re-elected pursuant to Section 11.01, unless such Controlling Class Representative is elected during such CCR Election Period (except that, in the event of a CCR Re-election Event or, prior to the Springing Amendments Implementation Date, upon the occurrence of an Annual Election Date, if no CCR Nominations are received prior to the end of the CCR Nomination Period, the current Controlling Class Representative will remain the Controlling Class Representative and no further action will be taken with respect to such CCR Re-election Event or, prior to the Springing Amendments Implementation Date, Annual Election Date).  In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of the Controlling Class Representative, the Trustee shall notify the Servicer, the Back-Up Manager and the parties to this Base Indenture of such event. After the Springing Amendments Implementation Date, there will be no Annual Election Date.
 
If no Controlling Class Representative has been elected or if the Controlling Class Representative does not respond to a Consent Request within the time period specified in Section 2.4 of the Servicing Agreement, the Control Party willshall be entitled (but not required) to exercise the rights of the Controlling Class Representative with respect to such Consent Request other than with respect to Servicer Termination Events. . 
 
Expenses and Liabilities of the Controlling Class Representative.  (a)  The Controlling Class Representative shall have no liability to the Holders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the Indenture or for errors in judgment; provided, however, that the Controlling Class Representative shall not be protected against any liability that would otherwise be imposed by reason of gross negligence, bad faith or willful misconduct committed with respect to its obligations or duties under the Indenture.  Each Holder acknowledges and agrees, by its acceptance of its Notes or interests therein, that (i) the Controlling Class Representative may have special relationships and interests that conflict with those of Note Owners of one or more Classes of Notes, or that conflict with other Holders, (ii) the Controlling Class Representative may act solely in the interests of the Controlling Class Members or in its own interest, (iii) the Controlling Class Representative does not have any duties to Holders other than the Controlling Class Members, (iv) the Controlling Class Representative may take actions that favor the interests of the Controlling Class Members over the interests of Holders of one or more other Classes of Notes, or that favor its own interests over those of other Holders or other Controlling Class Members, (v) the Controlling Class Representative shall not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful misfeasance, by reason of its having acted solely in the interests of the Controlling Class Members or in its own interests, and (vi) the Controlling Class Representative shall have no liability whatsoever for having so acted pursuant to clauses (i) through (v), and no Holder may take any action whatsoever against the Controlling Class Representative for having so acted or against any director, officer, employee, agent or principal thereof for having so acted.
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(b)          Any and all expenses of the Controlling Class Representative for acting in its capacity as Controlling Class Representative shall constitute Securitization Operating Expenses and shall be paid to the extent funds are available therefor in accordance with clauses (v) and (xvi) of the Priority of Payments.  Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative and the Servicer or the Trustee are also named parties to the same action and, in the sole judgment of the Servicer, the Controlling Class Representative had acted in good faith, without gross negligence or willful misconduct, with regard to the particular matter at issue, and there is no potential for the Servicer or the Trustee to be an adverse party in such action as regards the Controlling Class Representative, the Servicer on behalf of the Trustee shall be required to assume the defense (with any costs incurred in connection therewith being deemed to be reimbursable as a Collateral Protection Advance) of any such claim against the Controlling Class Representative.
 
Control Party.  (a)  Pursuant to the Indenture and the other Related Documents, the Control Party is authorized to consent to and implement, subject to the Servicing Standard, Consent Requests that do not require the consent of any Noteholder or the Controlling Class Representative.
 
(b)          For any Consent Request that requires, pursuant to the terms of the Indenture or any other Related Document, the consent or direction of the Controlling Class Representative, or the consent of the affected Noteholders or 100% of the Noteholders, the Control Party and the Trustee shall follow the procedures set forth in Section 2.4 of the Servicing Agreement.
 
(c)          [Reserved].
 
(d)          The Control Party shall promptly notify the Trustee, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Control Party determines, in accordance with the Servicing Standard, not to implement a Consent Request or has not received the requisite consent of the Controlling Class Representative or the Noteholders, if applicable, to implement a Consent Request.  The Trustee shall promptly notify the Control Party, the Manager, the Back-Up Manager, the Master Issuer and the Controlling Class Representative if the Trustee has not received the requisite consent of the required percentage of Noteholders to implement a Consent Request.
 
(e)          Notwithstanding anything herein to the contrary, no advice, direction or objection from or by the Controlling Class Representative may (i) require or cause the Trustee or the Servicer (including in its role as Control Party) to violate applicable law, the terms of this Indenture, the Notes, the Servicing Agreement or the other Related Documents, including, without limitation with respect to the Control Party or the Servicer, the Control Party’s or the Servicer’s obligation to act in accordance with the Servicing Standard, (ii) expose the Control Party, the Servicer or the Trustee, or any of their respective Affiliates, officers, directors, members, managers, employees, agents or partners, to any material claim, suit or liability, or (iii) materially expand the scope of the Servicer’s or the Control Party’s responsibilities under the Servicing Agreement or any other Related Document or the Trustee’s responsibilities under this Indenture, the Notes and the other Related Documents.  The Trustee and the Control Party will not be required to follow any such advice, direction, or objection. In addition, notwithstanding anything herein or in the other Related Documents to the contrary, the Controlling Class Representative shall not be able to prevent the Control Party from transferring the ownership of all or any portion of the Securitized Assets (including by way of foreclosure on the Equity Interests of the Master Issuer) if any Advance by the Servicer has been outstanding for twelve (12) months (or longer) and the Control Party determines in accordance with the Servicing Standard that such transfer of ownership would be in the best interests of the Noteholders (taken as a whole).
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Note Owner List.  (a)  To facilitate communication among Note Owners, the Manager, the Trustee, the Control Party and the Controlling Class Representative, a Note Owner may elect, but is not required, to notify the Trustee of its name, address and other contact information, which will be kept in a register maintained by the Trustee.  The Trustee will be required to furnish the Manager, the Control Party and the Controlling Class Representative upon request with the information maintained in such register as of the most recent date of determination.  Every Note Owner, by receiving and holding a beneficial interest in a Note, will agree that none of the Trustee, the Master Issuer, the Servicer, the Controlling Class Representative nor any of their respective agents will be held accountable by reason of any disclosure of any such information as to the names and addresses of the Note Owners in the register maintained by the TrusteeNote Register.
 
(b)          Noteholders under any Variable Funding Note Purchase Agreement (“VFN Noteholders”) having interests of not less than 25% of the aggregate principal amount of the Class A-1 Notes (including any unfunded commitments of any VFN Noteholder under any Variable Funding Note Purchase Agreement) or Note Owners of Notes other than the Class A-1 Notes having beneficial interests of not less than 10% of the aggregate principal amount of Notes that wish to communicate with the other Note Owners and VFN Noteholders with respect to their rights under the Indenture or under the Notes may request in writing that the Trustee deliver a notice or communication to the other Note Owners through the Applicable Procedures of each Clearing Agency, and to the VFN Noteholders through the applicable Class A‑1 Administrative Agent, with respect to all Series of Notes Outstanding.  If such request states that such Note Owners or VFN Noteholders desire to communicate with other Note Owners and VFN Noteholders with respect to their rights under the Indenture or under the Notes and is accompanied by (i) a certificate substantially in the form of Exhibit I certifying that such VFN Noteholders hold interests of not less than 25% of the aggregate principal amount of the Class A-1 Notes (including any unfunded commitments of such VFN Noteholders under any Variable Funding Note Purchase Agreement) or that such Note Owners of Notes other than the Class A-1 Notes hold beneficial interests of not less than 10% of the aggregate principal amount of Notes (each, a “Note Owner Certificate”) (upon which the Trustee may conclusively rely) and (ii) a copy of the communication which such Note Owners or VFN Noteholders propose to transmit, then the Trustee, after having been adequately indemnified by such Note Owners or VFN Noteholders, as applicable, for its costs and expenses, shall transmit the requested communication to all other Note Owners through the Applicable Procedures of each Clearing Agency and to all other VFN Noteholders through the applicable Class A-1 Administrative Agent, with respect to all Series of Notes Outstanding, and shall give the Master Issuer, the Servicer and the Controlling Class Representative notice that such request has been made, within five (5) Business Days after receipt of the request.  The Trustee shall have no obligation of any nature whatsoever with respect to any requested communication other than to transmit it in accordance with and subject to the terms hereof and to give notice of such request and transmission to the Master Issuer, the Servicer and the Controlling Class Representative.
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Article XII


DISCHARGE OF INDENTURE
 
Termination of the Master Issuer’s and Guarantors’ Obligations.
 
(a)          Satisfaction and Discharge.  The Indenture and the Guarantee and Collateral Agreement shall be discharged and cease to be of further effect when all Outstanding Notes theretofore authenticated and issued (or registered in the case of Uncertificated Notes) (other than destroyed, lost or stolen Notes that have been replaced or repaid) have been delivered to the Trustee for cancellation (or de-registration), the Master Issuer has paid all sums payable hereunder and under each other Related Document, all commitments to extend credit under all Variable Funding Note Purchase Agreements have been terminated and all Series Hedge Agreements have been terminated and all payments by the Master Issuer thereunder have been paid or otherwise provided for; except that (i) the Master Issuer’s obligations under Section 10.05 and the Guarantors’ guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.02 and Section 12.03 and (iii) the Noteholders’ and the Trustee’s obligations under Section 14.03 shall survive.  The Trustee, on demand of the Securitization Entities, will execute proper instruments acknowledging confirmation of, and discharge under, the Indenture and the Guarantee and Collateral Agreement.
 
(b)          Indenture Defeasance.  The Master Issuer may terminate all of its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreement in respect thereof and release all Collateral if:
 
(i)          the Master Issuer irrevocably deposits in trust with the Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Master Issuer, U.S. Dollars and/or Government Securities in an amount sufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums (including make-whole prepayment premiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay other sums payable by them hereunder, under the Servicing Agreement and under, the Back-Up Management Agreement and each other Related Document and each Series Hedge Agreement; provided that any Government Securities must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be, and the Trustee must have been irrevocably instructed to apply such funds to the payment of principal, premiums, make-whole prepayment premiums and interest with respect to the Notes and such other sums;
 
(ii)          all commitments under all Variable Funding Note Purchase Agreements and all Series Hedge Agreements are terminated on or before the date of deposit;
 
(iii)          the Master Issuer delivers notice of prepayment, redemption or maturity of the Notes in full to the Noteholders of Outstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, each Rating Agency and the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such notice;
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(iv)          the Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency, on or before the date of the deposit; and
 
(v)          the Master Issuer delivers to the Trustee and the Servicer an Opinion of Counsel to the effect that all conditions precedent to such termination have been satisfied.
 
Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreement shall cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.05, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.02 and Section 12.03, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.01(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.08 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive.  The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreement.
 
(c)          Series Defeasance.  Except as may be provided to the contrary in any Series Supplement, the Master Issuer, solely in connection with an optional prepayment in full, a mandatory prepayment in full or a redemption in full of all Outstanding Notes of a particular Series or in connection with the Series Legal Final Maturity Date of such Series of Notes, may terminate all of its Obligations under the Indenture and all Obligations of the Guarantors under the Guarantee and Collateral Agreement in respect of such Series of Notes (the “Defeased Series”) on and as of any Business Day (the “Series Defeasance Date”), provided:
 
(i)          the Master Issuer irrevocably deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Master Issuer, U.S. Dollars and/or Government Securities sufficient (after giving effect to the application of funds on deposit in the applicable Series Distribution Account), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay, without duplication:
 
(A)          all principal, premiums, if any, make-whole prepayment premiums, if any, Series Hedge Payment Amounts, commitment fees, administration expenses, Class A-1 Notes Other Amounts for the Defeased Series, interest on the Outstanding Notes of such Defeased Series (including additional interest that accrues after the anticipated repayment date or renewal date, if applicable) and any other amounts that will be due and payable by the Master Issuer solely with respect to the Defeased Series to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay other sums payable by them under thethis Base Indenture, each other Related Document and each Series Hedge Agreement with respect to such Defeased Series;
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(B)          all Weekly Management Fees, Supplemental Management Fees, unreimbursed Advances (and outstanding interest thereon) and Manager Advances (and outstanding interest thereon), all fees, indemnities, reimbursements and expenses due to the Trustee, the Manager, the Servicer and the Back-Up Manager, and all Successor Manager Transition Expenses and Successor Servicer Transition Expenses, in each case that will be due and payable as of the following Quarterly Calculation Date; and
 
(C)          all Securitization Operating Expenses, all Class A-1 Notes Administrative Expenses for the Defeased Series, all Class A-1 Interest Adjustment Amounts for the Defeased Series and all Class A-1 Notes Other Amounts for the Defeased Series, in each case, that are due and unpaid as of the Series Defeasance Date to the Actual Knowledge of the Manager;
 
provided, any Government Securities must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be, and the Trustee must have been irrevocably instructed to apply such funds to the payment of principal, premiums, make-whole prepayment premiums and interest with respect to the Notes of such Series and such other sums;
 
(ii)          all commitments under all Variable Funding Note Purchase Agreements and Series Hedge Agreements with respect to such Defeased Series are terminated on or before the Series Defeasance Date;
 
(iii)          the Master Issuer delivers notice of prepayment, redemption or maturity of such Series of Notes to the Noteholders of the Defeased Series, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager and each Rating Agency not more than twenty (20) Business Days prior to the Series Defeasance Date, and such notice is expressly stated to be, or as of the date of the deposit has become, irrevocable; provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit;
 
(iv)          after giving effect to the deposit, if any other Series of Notes is Outstanding, the Master Issuer delivers to the Trustee an Officer’s Certificate of the Master Issuer stating that no Potential Rapid Amortization Event, Rapid Amortization Event, Class A-1 Notes Amortization Event, Default or Event of Default has occurred and will be continuing;
 
(v)          the Master Issuer delivers to the Trustee an Officer’s Certificate stating that the defeasance was not made by the Master Issuer with the intent of preferring the Holders of the Defeased Series over other creditors of the Master Issuer or with the intent of defeating, hindering, delaying or defrauding other creditors;
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(vi)          the Master Issuer delivers notice of such deposit to the Control Party, the Manager, the Back-Up Manager and each Rating Agency on or before the date of the deposit;
 
(vii)          such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any Indenture Documents; and
 
(viii)          the Master Issuer delivers to the Trustee an Opinion of Counsel to the effect that all conditions precedent to such termination have been satisfied other than those conditions precedent which individually or in the aggregate do not adversely affect any Secured Party.
 
Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreement shall cease to be of further effect with respect to such Defeased Series, the Master Issuer and the Guarantors shall be deemed to have paid and been discharged from their Series Obligations with respect to such Defeased Series and thereafter such Defeased Series shall be deemed to be “Outstanding” only for purposes of (1) the Trustee’s and the Paying Agent’s obligations under Section 12.02 and Section 12.03, (2) the Holders’ and the Trustee’s obligations under Section 14.13 and (3) the Noteholders’ rights to registration of transfer and exchange under Section 2.08 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a).  The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreement of such Series Obligations.
 
(d)          After the conditions set forth in Section 12.01(a) have been met, or after the irrevocable deposit is made pursuant to Section 12.01(b) and satisfaction of the other conditions set forth therein have been met, the Trustee upon request of the Securitization Entities shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all Securitized Assets and documents then in the custody or possession of the Trustee promptly to the applicable Securitization Entities.
 
Application of Trust Money.  The Trustee or a trustee satisfactory to the Servicer, the Trustee and the Master Issuer shall hold in trust money or Government Securities deposited with it pursuant to Section 12.01.  The Trustee shall apply the deposited money and the money from Government Securities through the Paying Agent in accordance with this Base Indenture and the other Related Documents to the payment of principal, premium, if any, and interest on the Notes and the other sums referred to above.  The provisions of this Section 12.02 shall survive the expiration or earlier termination of the Indenture.
 
Repayment to the Master Issuer.  (a)  The Trustee and the Paying Agent shall promptly pay to the Master Issuer upon written request any excess money or, pursuant to Section 2.10 and Section 2.14, return any cancelled Notes held by them at any time.
 
(b)          Subject to Section 2.06(c), the Trustee and the Paying Agent shall pay to the Master Issuer upon written request any money held by them for the payment of principal, premium or interest that remains unclaimed for two (2) years after the date upon which such payment shall have become due.
 
(c)          The provisions of this Section 12.03 shall survive the expiration or earlier termination of the Indenture.
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Reinstatement.  If the Trustee is unable to apply any funds received under this Article XII by reason of any proceeding, order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Master Issuer’s obligations under the Indenture or the other Indenture Documents and in respect of the Notes and the Guarantors’ obligations under the Guarantee and Collateral Agreement shall be revived and reinstated as though no deposit had occurred, until such time as the Trustee is permitted to apply all such funds or property in accordance with this Article XII.  If the Master Issuer or Guarantors make any payment of principal, premium or interest on any Notes or any other sums under the Indenture Documents while such obligations have been reinstated, the Master Issuer and the Guarantors shall be subrogated to the rights of the Holders or other Secured Parties who received such funds or property from the Trustee to receive such payment in respect of the Notes. The provisions of this Section 12.04 shall survive the expiration or earlier termination of the Indenture.
 
Article XIII


AMENDMENTS
 
Without Consent of the Control Party, the Controlling Class Representative or the Noteholders.  (a)  Without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, the Master Issuer and the Trustee, at any time and from time to time, may enter into one or more Supplements or waivers to either this Base Indenture or any Series Supplement, in form satisfactory to the Trustee, for any of the following purposes:
 
(i)          to create a new Series of Notes (except that the consent of the Control Party is necessary to the extent required by Section 2.02);
 
(ii)          to add to the covenants of the Securitization Entities for the benefit of any Noteholders or any other Secured Parties (and if such covenants are to be for the benefit of less than all Series of Notes, stating that such covenants are expressly being included solely for the benefit of such Series) or to surrender for the benefit of the Noteholders and the other Secured Parties any right or power herein conferred upon the Securitization Entities; provided, however, that the Master Issuer will not pursuant to this Section 13.01(a)(ii) surrender any right or power it has under the Related Documents;
 
(iii)          to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as security for the Obligations and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by the Indenture or as may, consistent with the provisions of the Indenture, be deemed appropriate by the Master Issuer, the Servicer and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee;
 
(iv)          to correct any manifest error or defect or to cure any ambiguity, defect or inconsistency or to correct or supplement any provisions herein or in any Series Supplement which may be inconsistent with any other provision herein or therein or with any related offering memorandum in the case of a Series Supplement and each related offering memorandum in the case of this Base Indenture;
 
(v)          to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);
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(vi)          to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder or thereunder by more than one Trustee;
 
(vii)          to comply with Requirements of Law (as evidenced by an Opinion of Counsel);
 
(viii)          to facilitate the transfer of Notes in accordance with applicable Requirements of Law (as evidenced by an Opinion of Counsel);
 
(ix)          to take any action necessary or helpful to avoid the imposition, under and in accordance with applicable law, of any Tax, including withholding Tax;
 
(x)          to take any action necessary and appropriate to facilitate the origination of Collateral Business Documents or the management and preservation of the Collateral Business Documents, in each case, in accordance with the Managing Standard;
 
(xi)          to allow any additional assets (and related cash flows thereon) similar to the Securitized Assets (including any assets used in connection with the future operation of Branded Restaurants or franchises internationally (including international Intellectual Property)), Real Estate Assets, Franchise Agreements and Development Agreements to be contributed to, or acquired by, the Securitization Entities;
 
(xii)          to allow any real property, lease, franchise agreement, development agreement, equipment or other assets related to the operation of international Branded Restaurants to be contributed to, or acquired by, the Securitization Entities;
 
(xiii)          at the direction of the Master Issuer, correct or supplement any provision in thethis Base Indenture or any Series Supplement that may be inconsistent with any other provision or to make consistent any other provisions with respect to matters or questions arising under thethis Base Indenture, in any Supplement, in the Guarantee and Collateral Agreement or any other Indenture Document;
 
(xiv)          to allow any Future Brand to be contributed to, or acquired by, the Securitization Entities in a manner that does not violate the Managing Standard; provided that any amendment, modification or supplement that alters the manner in which Net Cash Flow or DSCR is calculated (including by any amendment, modification or supplement of any defined terms contained therein) may not be effected unless the Rating Agency Condition is satisfied with respect thereto;
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(xv)          if any additional changes to thethis Base Indenture or any Series Supplement are required or desirable to in order to facilitate any Senior Notes Interest Reserve Account and/or Senior Subordinated Notes Interest Reserve Account being held in the name of a Securitization Entity that is not the Master Issuer, then to make such changes to thethis Base Indenture and/or any Series Supplement to facilitate the holding of such Senior Notes Interest Reserve Account and/or Senior Subordinated Notes Interest Reserve Account in the name of a Securitization Entity that is not the Master Issuer, in each case so long as the Trustee maintains a perfected security interest in such account;
 
(xvi)          to make such other provisions in regard to matters or questions arising under thethis Base Indenture, any Series Supplement and/or any Supplement as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Holder or any other Secured Party; provided that an Opinion of Counsel and an Officer’s Certificate shall be delivered to the Trustee, each Rating Agency and the Servicer to such effect; or
 
(xvii)          to amend this Base Indenture or any Series Supplement in order to accommodate a replacement Management Agreement, Back-Up Management Agreement or Servicing Agreement if at any time (x) such agreement is terminated or (y) the Manager, the Back-Up Manager or the Servicer is either unwilling or unable to perform its obligations under the Management Agreement, the Back-Up Management Agreement or the Servicing Agreement, as applicable; provided that Rating Agency Confirmation shall be required for each Series of Notes that will remain Outstanding after the effective date of such Supplement;
 
provided, however, that in the case of any Supplement pursuant to any of clauses (iii), (iv), (ix), (x), (xi), (xii), (xiii), (xiv) or (xv) above, the Trustee and, the Servicer and the Back-Up Manager shall have received an Officer’s Certificate certifying that such action could not reasonably be expected to adversely affect in any material respect the interests of any Holder, the Servicer, the Trustee, the Back-Up Manager or any other Secured Party.
 
(b)          Upon the request of the Master Issuer and receipt by the Servicer and the Trustee of the documents described in Section 2.02 and delivery by the Servicer of its consent thereto to the extent required by Section 2.02, the Trustee shall join with the Master Issuer in the execution of any Series Supplement authorized or permitted by the terms of this Base Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Base Indenture or otherwise.
 
With Consent of the Controlling Class Representative or the Noteholders.  (a)  Except as provided in Section 13.01, the provisions of this Base Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) may, from time to time, be amended, modified or waived, if such amendment, modification or waiver is in writing in a Supplement and consented to in writing by the Control Party (at the direction of the Controlling Class Representative).  Notwithstanding the foregoing:
 
(i)          any amendment, waiver or other modification that would reduce the percentage of the Aggregate Outstanding Principal Amount or the Outstanding Principal Amount of any Series of Notes, the consent of the Noteholders of which is required for any Supplement under this Section 13.02 or the consent of the Noteholders of which is required for any waiver of compliance with the provisions of the Indenture or defaults hereunder and their consequences provided for herein or for any other action hereunder shall require the consent of each affected Noteholder;
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(ii)          any amendment, waiver or other modification that would permit the creation of any Lien ranking prior to or on a parity with the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents with respect to any material part of the Collateral or except as otherwise permitted by the Related Documents, terminate the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents on any material portion of the Collateral at any time subject thereto or deprive any Secured Party of any material portion of the security provided by the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents shall require the consent of each affected Noteholder and each other affected Secured Party.
 
(iii)          any amendment, waiver or other modification that would (A) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of, premium, if any, or interest on any Note and any other Obligations (or reduce the principal amount of, premium, if any, or rate of interest on any Note and any other Obligations); (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder; (C) change the provisions of the Priority of Payments or Section 5.13 (for the avoidance of doubt, amendments that affect amounts payable under the Priority of Payments do not change the provisions of the Priority of Payments for purposes of this clause (C)); (D) change any place of payment where, or the coin or currency in which, any Notes and the other Obligations or the interest thereon is payable; (E) impair the right to institute suit for the enforcement of the provisions of the Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes and the other Obligations on or after the respective due dates thereof, (F) subject to the ability of the Control Party (acting at the direction of the Controlling Class Representative) to waive certain events as set forth in Section 9.07, amend or otherwise modify any of the specific language of the following definitions:  “Default,” “Event of Default,” “Outstanding,” “Potential Rapid Amortization Event” or “Rapid Amortization Event” (as defined herein or in any Series Supplement for such Series); or (G) amend, waive or otherwise modify this Section 13.02, shall require the consent of each Holder and/or Secured Party whose consent is required to amend any such provision; and
 
(iv)          any amendment, waiver or other modification that would change the time periods with respect to any requirement to deliver to any specific Noteholders notice with respect to any repayment, prepayment, redemption or election of any Extension Period shall require the consent of each affected Noteholder.
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(b)          Notwithstanding anything to the contrary herein, in addition to any amendment, modification or waiver effected in accordance with the provisions of Section 13.01 or Section 13.02(a), (i) the provisions of any Series Supplement under which Class A-1 Notes have been issued may be amended, modified or waived in writing by the Master Issuer and the Trustee with the consent of the Noteholders required therefor pursuant to the related Variable Funding Note Purchase Agreement(s) (but without the consent of any other Person), if such amendment, modification or waiver is with respect to any of the terms hereof relating to the amounts of interest, fees or other related amounts allocable to any Series of Class A-1 Notes (regardless of whether such amendment, modification or waiver would have the effect of modifying amounts available for allocation to any Series of Notes (it being understood that the respective order of priorities set forth in the Priority of Payments will remain unaffected as a result of any such amendment, modification or waiver)); provided, however, no such amendment may (1) adversely affect (x) the Trustee, without the Trustee’s prior consent or, (y) the Servicer without the Servicer’s prior consent or (z) the Back-Up Manager without the Back-Up Manager’s prior consent or (2) increase the aggregate principal amount of Notes without satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding and (ii) if at any time any change in GAAP (including a conversion of Jack in the Box Inc.’s financial reporting to IFRS) would affect the computation of any covenant, incurrence test or other restriction affecting any Securitization Entity or Non-Securitization Entity that is set forth in thethis Base Indenture or any Series Supplement (including the calculation of Adjusted EBITDA), thethis Base Indenture or such Series Supplement may be amended with the consent of the Control Party to amend the provisions of this Base Indenture or such Series Supplement, as the case may be, related to such covenant, incurrence test or other restriction to preserve the original intent thereof in light of such change in GAAP.
 
(c)          No failure or delay on the part of any Noteholder, the Trustee or any other Secured Party in exercising any power or right under thethis Base Indenture or any Series Supplement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.
 
(d)          The express requirement, in any provision hereof, that the Rating Agency Condition be satisfied as a condition to the taking of a specified action, shall not be amended, modified or waived by the parties hereto without satisfying the Rating Agency Condition for the applicable Rating Agencies that are rating the Outstanding Notes.
 
(e)          The Securitization Entities and the Trustee agree not to amend this Base Indenture orand any Series Supplement without the Servicer’s consent if such amendment would materially increase the Servicer’s obligations or liabilities or materially decrease the Servicer’s rights or remedies under the Servicing Agreement, this Base Indenture or any other Related Document.
 
(f)          On and after the Springing Amendments Implementation Date, the Securitization Entities and the Trustee agree not to amend, modify or waive any provision of this Base Indenture and any Series Supplement without the Back-Up Manager's consent if such amendment, modification or waiver would materially increase the Back-Up Manager's obligations or liabilities or materially decrease the Back-Up Manager's rights or remedies under the Back-Up Management Agreement, this Base Indenture or any other Related Document.
 
Supplements.  Each amendment or other modification to this Base Indenture, any Series Supplement or the Notes shall be set forth in a Supplement, a copy of which shall be delivered to each Rating Agency, the Servicer, the Controlling Class Representative, the Manager, the Back-Up Manager and the Master Issuer.  The Master Issuer shall provide written notice to each Rating Agency of any amendment or modification to this Base Indenture, any Series Supplement or the Notes no less than ten (10) days prior to the effectiveness of the related Supplement; provided that such Supplement need not be in final form at the time such notice is given.  The initial effectiveness of each Supplement shall be subject to the delivery to the Servicer and the Trustee of an Opinion of Counsel that such Supplement is authorized or permitted by this Base Indenture and the conditions precedent set forth herein with respect thereto have been satisfied.  Any Series Supplement (or if a Supplement to thethis Base Indenture) may be amended in accordance with the manner described above and any such amendment may be subject to additional requirements as set forth in such Series Supplement.
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Revocation and Effect of Consents.  Until an amendment or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  Any such Holder or subsequent Holder, however, may revoke the consent as to his Note or portion of a Note if the Trustee receives written notice of revocation before the date the amendment or waiver becomes effective.  An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Holder.  The Master Issuer may fix a record date for determining which Holders must consent to such amendment or waiver.
 
Notation on or Exchange of Notes.  The Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated.  The Master Issuer, in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver.  Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.
 
The Trustee to Sign Amendments, etc.  The Trustee shall sign any Supplement authorized pursuant to this Article XIII if the Supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If such Supplement adversely affects the rights, duties, liabilities or immunities of the Trustee, the Trustee may, but need not, sign it.  In signing such Supplement, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 10.01, shall be fully protected in relying upon, an Officer’s Certificate of the Master Issuer and an Opinion of Counsel as conclusive evidence that such Supplement is authorized or permitted by this Base Indenture and that all conditions precedent have been satisfied, and that it will be valid and binding upon the Master Issuer and the Guarantors in accordance with its terms; provided, however, that such opinion may indicate that any conditions precedent, which, individually or in the aggregate, do not adversely affect any Noteholder, have been satisfied.
 
Amendments and Fees.  The Master Issuer, the Control Party and the Controlling Class Representative shall negotiate any amendments, waivers or modifications to the Indenture or the other Related Documents that require the consent of the Control Party or the Controlling Class Representative in good faith, and any consent required to be given by the Control Party or the Controlling Class Representative shall not be unreasonably denied or delayed.  The Control Party and the Controlling Class Representative shall be entitled to be reimbursed by the Master Issuer only for the reasonable counsel fees incurred by the Control Party or the Controlling Class Representative in reviewing and approving any amendment or in providing any consents, and except as provided in the Servicing Agreement, neither the Control Party nor the Controlling Class Representative shall be entitled to any additional compensation in connection with any amendments or consents to this Base Indenture or to any Related Document.
 
Amendments to Certain Related Documents.  Each Related Document (other than thethis Base Indenture, any Series Supplement and any Supplement) may be amended or modified without consent in accordance with the terms of such document; provided that the Master Issuer shall not be permitted to consent to any such amendment or modification unless either (x) the Control Party has consented to such amendment or modification or (y) such amendment or modification is consistent with the following paragraphs of this Section 13.08.
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(a)          Related Documents other than thethis Base Indenture and any Series Supplement.
 
(i)          Without the consent of any Noteholder, the Control Party, the Controlling Class Representative or any other Secured Party, the Master Issuer may enter into one or more amendments or waivers to each Related Document (other than thethis Base Indenture and any Series Supplement), in form satisfactory to the Trustee, for any of the following purposes:
 
(A)          to correct any manifest error or defect or to cure any ambiguity, defect or inconsistency or to correct or supplement any provisions in the Related Documents (other than thethis Base Indenture and any Series Supplement) which may be inconsistent with any provision therein or any other Indenture Document or the related offering memorandum;
 
(B)          to evidence and provide for the acceptance of appointment hereunder and thereunder by a successor Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder or thereunder by more than one Trustee;
 
(C)          to comply with Requirements of Law (as evidenced by an Opinion of Counsel);
 
(D)          to take any action necessary or helpful to avoid the imposition, under and in accordance with applicable law, of any Tax, including withholding Tax;
 
(E)          to take any action necessary and appropriate to facilitate the origination of Collateral Business Documents or the management and preservation of the Collateral Business Documents, in each case, in accordance with the Managing Standard;
 
(F)          to allow any additional assets (and related cash flows thereon) similar to the Securitized Assets (including any assets used in connection with the future operation of Branded Restaurants or franchises internationally (including international Intellectual Property), Real Estate Assets, Franchise Agreements and Development Agreements to be contributed to, or acquired by, the Securitization Entities;
 
(G)          to allow any real property, lease, franchise agreement, development agreement, equipment or other assets related to the operation of international Branded Restaurants to be contributed to, or acquired by, the Securitization Entities;
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(H)          at the direction of the Master Issuer, correct or supplement any provision in the Related Documents (other than thethis Base Indenture and any Series Supplement) that may be inconsistent with any other provision or to make consistent any other provisions with respect to matters or questions arising under thethis Base Indenture, in any Series Supplement, in any Supplement, in the Guarantee and Collateral Agreement or any other Indenture Document;
 
(I)          allow any Future Brand to be contributed to, or acquired by, the Securitization Entities in a manner that does not violate the Managing Standard; provided that any amendment, modification or supplement that alters the manner in which Net Cash Flow or DSCR is calculated (including by any amendment, modification or supplement of any defined terms contained therein) may not be effected unless the Rating Agency Condition is satisfied with respect thereto;
 
(J)          if any additional changes to the Related Documents (other than thethis Base Indenture and any Series Supplement) are required or desirable to in order to facilitate any Senior Notes Interest Reserve Account and/or Senior Subordinated Notes Interest Reserve Account being held in the name of a Securitization Entity that is not the Master Issuer, then to make such changes to the Related Documents (other than thethis Base Indenture and any Series Supplement) to facilitate the holding of such Senior Notes Interest Reserve Account and/or Senior Subordinated Notes Interest Reserve Account in the name of a Securitization Entity that is not the Master Issuer, in each case so long as the Trustee maintains a perfected security interest in such account;
 
(K)          to make such other provisions in regard to matters or questions arising under the Related Documents (other than thethis Base Indenture and any Series Supplement) as the parties thereto may deem necessary or desirable, which are not inconsistent with the provisions thereof and which shall not materially and adversely affect the interests of any Holder or any other Secured Party; provided that an Opinion of Counsel and an Officer’s Certificate shall be delivered to the Trustee, each Rating Agency and the Servicer to such effect;
 
(L)          to add to the covenants of any (I) Securitization Entity for the benefit of the Secured Parties or (II) Non-Securitization Entity for the benefit of any Securitization Entity; or
 
(M)          to amend any Related Document in order to accommodate a replacement Management Agreement, Back-Up Management Agreement or Servicing Agreement if at any time (x) such agreement is terminated or (y) the Manager, the Back-Up Manager or the Servicer is either unwilling or unable to perform its obligations under the Management Agreement, the Back-Up Management Agreement or the Servicing Agreement, as applicable; provided that Rating Agency Confirmation shall be required for each Series of Notes that will remain Outstanding after the effective date of such Supplement.
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(ii)          In addition to Section 13.08(a)(i), the Master Issuer may otherwise consent to an amendment, modification or waiver of the provisions of any Related Document, from time to time, if such amendment, modification or waiver is in writing and consented to in writing by (i) the Control Party (at the direction of the Controlling Class Representative) and (ii) on and after the Springing Amendments Implementation Date, solely in the case of any amendment, modification or waiver to the Indenture, the Management Agreement and/or the Servicing Agreement, the Back-Up Manager solely if such amendment, modification or waiver would materially and adversely affect the Back-Up Manager’s rights, remedies, indemnifications, protections or immunities and/or materially increase the duties, obligations, or liabilities of the Back-Up Manager under such Related Document.  Notwithstanding the foregoing, any amendment, waiver or other modification that would permit the creation of any Lien ranking prior to or on a parity with the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents with respect to any material part of the Collateral or except as otherwise permitted by the Related Documents, terminate the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents on any material portion of the Collateral at any time subject thereto or deprive any Secured Party of any material portion of the security provided by the Lien created by the Indenture, the Guarantee and Collateral Agreement or any other Related Documents shall require the consent of each affected Noteholder and each other affected Secured Party.
 
(iii)          Notwithstanding anything to the contrary herein, in addition to any amendment, modification or waiver effected in accordance with the provisions of this Section 13.08, (i) the provisions of any Variable Funding Note Purchase Agreement may be amended, modified or waived in writing by the Master Issuer and the Trustee with the consent of the Noteholders required therefor pursuant to the related Variable Funding Note Purchase Agreement(s) (but without the consent of any other Person), if such amendment, modification or waiver is with respect to any of the terms hereof relating to the amounts of interest, fees or other related amounts allocable to any Series of Class A-1 Notes (regardless of whether such amendment, modification or waiver would have the effect of modifying amounts available for allocation to any Series of Notes (it being understood that the respective order of priorities set forth in the Priority of Payments will remain unaffected as a result of any such amendment, modification or waiver)); provided, however, no such amendment may (1) adversely affect (x) the Trustee without the Trustee’s prior consent or, (y) the Servicer without the Servicer’s prior consent or (z) the Back-Up Manager without the Back-Up Manager’s consent or (2) increase the aggregate principal amount of Notes without satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding and (ii) if at any time any change in GAAP (including a conversion of Jack in the Box Inc.’s financial reporting to IFRS) would affect the computation of any covenant, incurrence test or other restriction affecting any Securitization Entity or Non-Securitization Entity that is set forth in any Related Document (other than thethis Base Indenture and any Series Supplement) (including the calculation of Adjusted EBITDA), such Related Document may be amended with the consent of the Control Party to amend the provisions of such Related Document, as the case may be, related to such covenant, incurrence test or other restriction to preserve the original intent thereof in light of such change in GAAP.
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(b)          Management Agreement. Subject to the conditions precedent for certain amendments and modifications under this Section 13.08, the Master Issuer may enter into an amendment of the Management Agreement from time to time, in writing, with the written consent of the Trustee (acting at the direction of the Control Party, which direction shall not be unreasonably withheld or delayed), the Securitization Entities and the Manager; provided, that no consent of the Trustee or the Control Party shall be required (and the Trustee shall execute an amendment at the direction of the Master Issuer) in connection with any amendment to accomplish any of the following:
 
(A)          to correct or amplify the description of any required activities of the Manager;
 
(B)          to add to the duties or covenants of the Manager for the benefit of any Noteholders or any other Secured Parties, or to add provisions to the Management Agreement so long as such action does not modify the Managing Standard, materially and adversely affect the enforceability of the Securitization IP or materially and adversely affect the interests of the Noteholders;
 
(C)          to evidence the succession of another Person to any party to the Management Agreement;
 
(D)          to take any action necessary and appropriate to facilitate the origination of new Managed Documents, the acquisition, disposition and management of Securitized Assets in a manner consistent with thethis Base Indenture, or the management and preservation of the Managed Documents, in each case, in accordance with the Managing Standard; or
 
(E)          to provide for additional Services related to any Securitized Company Restaurants;
 
provided that, promptly after the execution of any such amendment, the Manager shall send to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency a conformed copy of such amendment, but the failure to do so shall not impair or affect its validity.
 
(c)          Back-Up Management Agreement. Subject to any conditions precedent for certain amendment or modificationamendments or modifications under this Article 13.08, the Master Issuer may enter into an amendment or modification of the Back-Up Management Agreement from time to time, in writing, with the consent of the parties thereto. The Back-Up Management Agreement may be amended or modified with the consent of the parties thereto and such parties may waive any right under the Back-Up Management Agreement, which waiver shall be effective only in the specific instance and for the specific purpose for which it is given unless otherwise specified in such waiver. The following shall not operate as a waiver of any right under the Back-Up Management Agreement or applicable law: (i) any election not to exercise, (ii) any failure to exercise or delay in exercising any right, or (iii) any course of dealing or performance. The single or partial exercise of any right under the Back-Up Management Agreement shall not preclude any further exercise of such right thereof or the exercise of any other right under the Back-Up Management Agreement or applicable law.
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(d)          Servicing Agreement.
 
(i)          Subject to any conditions precedent for certain amendment or modificationamendments or modifications under this ArticleSection 13.08 and upon satisfaction of the Rating Agency Condition with respect to an amendment or modification, the Master Issuer may enter into an amendment or modification of the Servicing Agreement from time to time, in writing, with the consent of the parties thereto; provided that the satisfaction of the Rating Agency Condition shall not be required in connection with an amendment to (a) cure any ambiguity or correct or supplement any provisions in the Servicing Agreement that are defective or inconsistent with any other provisions in the Servicing Agreement, any other Related Document or each final offering memoranda or private placement memoranda prepared in connection with the then-current Outstanding Notes or (b) reduce the Servicing Fee.
 
(ii)          The Master Issuer may not consent to any amendment to the Servicing Agreement that (a) adversely affects, in any material respect, the interest of the holders of any Class of Notes in any manner, without the consent of the Majority of Noteholders of such Class (or, with respect to the Controlling Class, the Controlling Class Representative) or (b) has an effect comparable to any of those set forth in Section 13.02(a) that requires the consent of each Noteholder or each affected Noteholder, without the consent of each Noteholder or each affected Noteholder, as applicable; provided that any amendment to reduce the Servicing Fee may be agreed by the Servicer without the consent of the Master Issuer, the Noteholders or any other party.
 
(iii)          The parties thereto may waive any right under the Servicing Agreement, which waiver will be effective only in the specific instance and for the specific purpose for which it is given unless otherwise specified in such waiver. The following will not operate as a waiver of any right under the Servicing Agreement or applicable law: (a) any election not to exercise, (b) any failure to exercise or delay in exercising any right, or (c) any course of dealing or performance. The single or partial exercise of any right under the Servicing Agreement will not preclude any further exercise of such right thereof or the exercise of any other right under the Servicing Agreement or applicable law.
 
(iv) The Securitization Entities and the Trustee agree not to amend the Related Documents (other than the Base Indenture and any Series Supplement) without the Servicer’s consent if such amendment would materially increase the Servicer’s obligations or liabilities or materially decrease the Servicer’s rights or remedies under the Servicing Agreement, this Base Indenture or any other Related Document.
 
(e)          The express requirement, in any provision hereof, that the Rating Agency Condition be satisfied as a condition to the taking of a specified action, shall not be amended, modified or waived by the parties hereto without satisfying the Rating Agency Condition for the applicable Rating Agencies that are rating the Outstanding Notes.
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(f)          No failure or delay on the part of any Noteholder, the Trustee or any other Secured Party in exercising any power or right under any Related Document (other than thethis Base Indenture and any Series Supplement) shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.
 
(g)          To the extent that the Trustee and/or Control Party is party to a Related Document (other than thethis Base Indenture and any Series Supplement) to be amended or modified pursuant to this Section 13.08, the Trustee and/or Control Party shall sign such amendment or modification, so long as such amendment or modification does not adversely affect the rights, duties, liabilities or immunities of the Trustee and/or Control Party.  If such amendment or modification does adversely affect the rights, duties, liabilities or immunities of the Trustee and/or Control Party, the Trustee and/or Control Party may, but need not, sign it.
 
(h)          The Securitization Entities and the Trustee agree not to amend the Related Documents (other than this Base Indenture and any Series Supplement) without the Servicer’s consent if such amendment would materially increase the Servicer’s obligations or liabilities or materially decrease the Servicer’s rights or remedies under the Servicing Agreement, this Base Indenture or any other Related Document.
 
(i)          On and after the Springing Amendments Implementation Date, solely in the case of any amendment, modification or waiver to the Management Agreement and/or the Servicing Agreement, the Securitization Entities and the Trustee agree not to amend, modify or waive any provision of the Management Agreement or the Servicing Agreement, as applicable, without the Back-Up Manager's consent if such amendment, modification or waiver would materially increase the Back-Up Manager's obligations or liabilities or materially decrease the Back-Up Manager's rights or remedies under the Back-Up Management Agreement, this Base Indenture or any other Related Document.
 
Article XIV


MISCELLANEOUS
 
Notices.  (a)  Any notice or communication by the Master Issuer, the Manager or the Trustee to any other party hereto shall be in writing and delivered in person, delivered by email (provided that such email may contain a link to a password-protected website containing such notice for which the recipient has granted access; provided, further, that any email notice to the Trustee other than an email containing a link to a password-protected website shall be in the form of an attachment of a .pdf or similar file) or mailed by first-class mail (registered or certified, return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to such other party’s address:
 
If to the Master Issuer:
 
Jack in the Box Funding, LLC
9330 Balboa Avenue
9357 Spectrum Center Boulevard
San Diego, CACalifornia 92123
Attention: General CounselChief Legal Officer
Email: sarah.super@jackinthebox.com

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If to the Manager:
 
Jack in the Box Inc.
9330 Balboa Avenue
9357 Spectrum Center Boulevard
San Diego, CACalifornia 92123
Attention: General CounselChief Legal Officer
Email: sarah.super@jackinthebox.com
 
If to the Master Issuer with a copy to (which shall not constitute notice):
 
White & Case LLP
1221 Avenue of the Americas
New York, NYNew York 10020
Attention: David Thatch
Facsimile: 212-354-8113
Email: dthatch@whitecase.com

 
If to the Manager with a copy to (which shall not constitute notice):
 
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Attention: David Thatch
Facsimile: 212-354-8113
Email: dthatch@whitecase.com

 
If to the Back-Up Manager:
 
FTI Consulting, Inc.
3 Times Square, 9th1166 Avenue of the Americas, 15th Floor
New York, New York 10036
Attention: Back-Up Manager c/o Robert J. Darefsky
Facsimile: 212-841-9350
Email: backupmanager@fticonsulting.com

If to the Servicer:
 
Midland Loan Services, a division of PNC Bank, National Association
10851 Mastin Street Building 82, Suite 700
Overland Park, Kansas 66210
Attention:  President
Facsimile:  913-253-9709
Email: noticeadmin@midlandls.com

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If to the Trustee:
 
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Citibank Agency & Trust – Jack in the Box Funding, LLC
Email: jacqueline.suarez@citi.com or contact Citibank, N.A.’s customer service desk at (888) 855-9695
 
If to any Rating Agency:  At the notice address set forth in the applicable Series Supplement.
 
If to an Enhancement Provider or an Hedge Counterparty:  At the address provided in the applicable Enhancement Agreement or the applicable Series Hedge Agreement.
 
(b)          The Master Issuer or the Trustee by notice to each other party may designate additional or different addresses for subsequent notices or communications; provided, however, the Master Issuer may not at any time designate more than a total of three (3) addresses to which notices must be sent in order to be effective.
 
(c)          Any notice (i) given in person shall be deemed delivered on the date of delivery of such notice, (ii) given by first class mail shall be deemed given five (5) days after the date that such notice is mailed, (iii) delivered by facsimile shall be deemed given on the date of delivery of such notice, (iv) delivered by overnight air courier shall be deemed delivered one (1) Business Day after the date that such notice is delivered to such overnight courier, (v) when posted on a password-protected website shall be deemed delivered after notice of such posting has been provided to the recipient and (vi) delivered by email shall be deemed delivered on the date of delivery of such notice.
 
(d)          Notwithstanding any provisions of the Indenture to the contrary, the Trustee shall have no liability based upon or arising from the failure to receive any notice required by or relating to the Indenture, the Notes or any other Related Document.
 
(e)          If the Master Issuer delivers a notice or communication to Noteholders, it shall deliver a copy to the Back-Up Manager, the Servicer, the Controlling Class Representative and the Trustee at the same time.
 
(f)          Where the Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if sent in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed (if any) for the giving of such notice.  In any case where notice to a Noteholder is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given.  Where the Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.  In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder.
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(g)          Notwithstanding any other provision herein, for so long as Jack in the Box Inc. is the Manager, any notice, communication, certificate, report, statement or other information required to be delivered by the Manager to the Master Issuer, or by the Master Issuer to the Manager, shall be deemed to have been delivered to both the Master Issuer and the Manager if the Manager has prepared or is otherwise in possession of such notice, communication, certificate, report, statement or other information, and in no event shall the Manager or the Master Issuer be in breach of any delivery requirements hereunder for constructive delivery pursuant to this Section 14.01(g).
 
(h)          The Trustee (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Base Indenture or any documents executed in connection herewith sent by unsecured email or other similar unsecured electronic methods, provided, however, that any person providing such instructions or directions shall provide to the Trustee an incumbency certificate listing persons designated to provide such instructions or directions (including the email addresses of such persons), which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Trustee email (of .pdf or similar files) (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.
 
Communication by Holders With Other Holders.  Holders may communicate with other Holders with respect to their rights under the Indenture or the Notes.
 
Officer’s Certificate as to Conditions Precedent.  Upon any request or application by the Master Issuer to the Controlling Class Representative, the Servicer or the Trustee to take any action under the Indenture or any other Related Document, the Master Issuer to the extent requested by the Controlling Class Representative, the Servicer or the Trustee shall furnish to the Controlling Class Representative, the Servicer and the Trustee (a) an Officer’s Certificate of the Master Issuer in form and substance reasonably satisfactory to the Controlling Class Representative, the Servicer or the Trustee, as applicable (which shall include the statements set forth in Section 14.04), stating that all conditions precedent and covenants, if any, provided for in the Indenture or such other Related Documents relating to the proposed action have been complied with and (b) an Opinion of Counsel confirming the same.  Such Opinion of Counsel shall be at the expense of the Master Issuer.
 
Statements Required in Certificate.  Each certificate with respect to compliance with a condition or covenant provided for in the Indenture or any other Related Document shall include:
 
(a)          a statement that the Person giving such certificate has read such covenant or condition;
 
(b)          a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based;
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(c)          a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to reach an informed opinion as to whether or not such covenant or condition has been complied with; and
 
(d)          a statement as to whether or not such condition or covenant has been complied with.
 
Rules by the Trustee.  The Trustee may make reasonable rules for action by or at a meeting of Holders.
 
Benefits of Indenture.  Except as set forth in a Series Supplement, nothing in this Base Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders and the other Secured Parties, any benefit or any legal or equitable right, remedy or claim under the Indenture.
 
Payment on Business Day.  In any case where any Quarterly Payment Date, redemption date or maturity date of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of interest or principal (and premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Quarterly Payment Date, redemption date or maturity date; provided, however, that no interest shall accrue for the period from and after such Quarterly Payment Date, redemption date or maturity date, as the case may be.
 
Governing Law.  THIS BASE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
 
Successors.  All agreements of the Master Issuer in the Indenture, the Notes and each other Related Document to which it is a party shall bind its successors and assigns; provided, however, the Master Issuer must not assign its obligations or rights under the Indenture or any other Related Document, except with the written consent of the Servicer.  All agreements of the Trustee in the Indenture shall bind its successors.
 
Severability.  In case any provision in the Indenture, the Notes or any other Related Document shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
Counterpart Originals.  This Base Indenture may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single agreement.
 
Table of Contents, Headings, etc.  The Table of Contents and headings of the Articles and Sections of the Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
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No Bankruptcy Petition Against the Securitization Entities.  Each of the Holders, the Trustee and the other Secured Parties hereby covenants and agrees that, prior to the date which is one (1) year and one (1) day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 14.13 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document.  In the event that any such Holder or other Secured Party or the Trustee takes action in violation of this Section 14.13, each affected Securitization Entity shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Holder or Secured Party or the Trustee against such Securitization Entity or the commencement of such action and raising the defense that such Holder or other Secured Party or the Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.  The provisions of this Section 14.13 shall survive the termination of the Indenture and the resignation or removal of the Trustee.  Nothing contained herein shall preclude participation by any Holder or any other Secured Party or the Trustee in the assertion or defense of its claims in any such proceeding involving any Securitization Entity.
 
Recording of Indenture.  If the Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Master Issuer and at its expense.
 
Waiver of Jury Trial.  EACH OF THE MASTER ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS BASE INDENTURE, THE NOTES, THE OTHER RELATED DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
 
Submission to Jurisdiction; Waivers.  Each of the Master Issuer and the Trustee hereby irrevocably and unconditionally:
 
(a)          submits for itself and its property in any legal action or proceeding relating to the Indenture and the other Related Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York sitting in New York County, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;
 
(b)          consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
 
(c)          agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Master Issuer or the Trustee, as the case may be, at its address set forth in Section 14.01 or at such other address of which the Trustee shall have been notified pursuant thereto;
 
(d)          agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
 
(e)          waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 14.16 any special, exemplary, punitive or consequential damages.
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Permitted Asset Dispositions; Release of Collateral.  Upon consummation of a Permitted Asset Disposition, all Liens with respect to the disposed property created in favor of the Trustee for the benefit of the Secured Parties under this Base Indenture and the other Related Documents shall be automatically released, and upon request of the Master Issuer, the Trustee, at the written direction of the Control Party, shall execute and deliver to the Master Issuer any and all documentation reasonably requested and prepared by the Master Issuer at the Master Issuer’s expense to effect or evidence the release by the Trustee of the Secured Parties’ security interest in the property disposed of in connection with such Permitted Asset Disposition.
 
Calculation of Holdco Leverage Ratio and Senior ABS Leverage Ratio.
 
(a)          Holdco Leverage Ratio.  For purposes of making the computation of the Holdco Leverage Ratio (including, without limitation the calculation of Adjusted EBITDA used therein), investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations, in each case with respect to an operating unit of a business, and any restructurings or reorganizations, that any of the Non-Securitization Entities has either determined to make or made during the preceding four Quarterly Collection Periods or subsequent to such preceding four Quarterly Collection Periods and on or prior to or simultaneously with the date as of which such computation is made (each, for purposes of the calculations described in this Section 14.18, a “pro forma event”) shall, at the discretion of the Manager, be calculated on a pro forma basis assuming that all such investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, restructurings and reorganizations (and the change in Adjusted EBITDA resulting therefrom) had occurred on the first day of such preceding four Quarterly Collection Periods.  If since the beginning of such period any Person that subsequently became a Non-Securitization Entity since the beginning of such preceding four Quarterly Collection Periods shall have made any investment, acquisition, disposition, merger, consolidation, discontinued operation, restructurings or reorganizations, in each case with respect to an operating unit of a business, that would have been subject to adjustment pursuant to this Section 14.18, then the Holdco Leverage Ratio shall, at the discretion of the Manager, be calculated giving pro forma effect thereto for such period as if such investment, acquisition, disposition, discontinued operation, merger, consolidation, restructuring or reorganization had occurred at the beginning of the applicable preceding four Quarterly Collection Periods.
 
(b)          Senior ABS Leverage Ratio.  For purposes of making the computation of the Senior ABS Leverage Ratio (including, without limitation the calculation of Net Cash Flow used therein), any pro forma event shall, at the discretion of the Manager, be calculated on a pro forma basis assuming that all such investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, restructurings and reorganizations (and the change in Net Cash Flow resulting therefrom) had occurred on the first day of such preceding four Quarterly Collection Periods.  If since the beginning of such period any Person that subsequently became a Securitization Entity since the beginning of such preceding four Quarterly Collection Periods shall have made any investment, acquisition, disposition, merger, consolidation, discontinued operation, restructurings or reorganizations in each case with respect to an operating unit of a business, that would have been subject to adjustment pursuant to this Section 14.18, then the Senior ABS Leverage Ratio shall, at the discretion of the Manager, be calculated giving pro forma effect for any related thereto for such period as if such investment, acquisition, disposition, discontinued operation, merger, consolidation, restructurings or reorganizations had occurred at the beginning of the applicable preceding four Quarterly Collection Periods.
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(c)          Calculations to be Made in Good Faith.  For purposes of the calculations described in this Section 14.18, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Manager.  Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Manager as set forth in an Officer’s Certificate delivered to the Trustee (with respect to which the Trustee shall have no obligation of any nature whatsoever) to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable pro forma event, and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” or “Net Cash Flow” as set forth in the definition thereof, to the extent such adjustments, without duplication, continue to be applicable to such preceding four Quarterly Collection Periods.
 
(d)          Changes in GAAP.  If at any time any change in GAAP (including a conversion of Jack in the Box Inc.’s financial reporting to IFRS) would affect the computation of any covenant, incurrence test or other restriction affecting any Securitization Entity or Non-Securitization Entity that is set forth in this Base Indenture or any Related Document (including the calculation of Adjusted EBITDA), and the Manager shall so request, the Control Party and the Manager shall negotiate in good faith to amend the provisions of the Related Documents related to such covenant, incurrence test or other restriction to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, such covenant, incurrence test or other restriction shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein.  If the Manager notifies the Control Party that Jack in the Box Inc. is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, Jack in the Box Inc. cannot elect to report under U.S. generally accepted accounting principles).
 
Instructions and Directions on Behalf of the Master Issuer. Instructions, directions, notices or reports to be provided by the Master Issuer or any other Securitization Entity hereunder, may be provided by the Manager on behalf of the Master Issuer or such other Securitization Entity.
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Electronic Signatures and Transmission.  For purposes of this Base Indenture, any Series Supplement and any Supplement thereto, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication that may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in this Base Indenture, any Series Supplement or Supplement that a document, including any Note, is to be signed or authenticated by "manual signature" or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission. Notwithstanding anything to the contrary in this Base Indenture, Series Supplement or Supplement, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.
 

 
Signature Pages Follow
 
*     *     *
 
 
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IN WITNESS WHEREOF, the Master Issuer, the Trustee and the Securities Intermediary have caused this Base Indenture to be duly executed by its respective duly Authorized Officer as of the day and year first written above.
 
 
JACK IN THE BOX FUNDING, LLC,
a Delaware limited liability company, as Master Issuer
 
By:                                                  
Name:          Michael J. Snider
Title:          Assistant Secretary
 
 

 
CITIBANK, N.A., in its capacity as Trustee
and as Securities Intermediary
 
By:                                                
Name:
Title:
 
ANNEX A
 
BASE INDENTURE DEFINITIONS LIST
 
“1933 Act” means the Securities Act of 1933, as amended.
 
“1934 Act” means the Securities Exchange Act of 1934, as amended.
 
“1940 Act” means the Investment Company Act of 1940, as amended.
 
“Account Agreement” means each agreement governing the establishment and maintenance of any Management Account or any other Base Indenture Account or Series Account to the extent that any such account is not held at the Trustee.
 
“Account Control Agreement” means each control agreement, in form and substance reasonably satisfactory to the Servicer and the Trustee, pursuant to which the Trustee is granted the right to control deposits and withdrawals from, or otherwise give instructions or entitlement orders in respect of, a deposit and/or securities account and any lock-box related thereto.
 
“Accounts” means, collectively, the Indenture Trust Accounts, the Management Accounts and any other account either held by the Trustee for the benefit of the Secured Parties or subject to an Account Control Agreement.
 
“Actual Knowledge” means the actual knowledge of (i) in the case of Jack in the Box Inc., in its individual capacity or in its capacity as Manager, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel or any Senior Vice President of Jack in the Box Inc., (ii) in the case of any Securitization Entity, any manager or director (as applicable) or officer of such Securitization Entity who is also an officer of Jack in the Box Inc. described in clause (i) above, (iii) in the case of the Manager or any Securitization Entity, with respect to a relevant matter or event, an Authorized Officer of the Manager or such Securitization Entity, as applicable, directly responsible for managing the relevant asset or for administering the transactions relevant to such matter or event, (iv) with respect to the Trustee, an Authorized Officer of the Trustee responsible for administering the transactions relevant to the applicable matter or event or (v) with respect to any other Person, any member of senior management of such Person.
 
“Additional Management Account” has the meaning set forth in Section 5.02(a)(vi) of this Base Indenture.
 
“Additional Notes” means any Series, Class, Subclass and Tranche of Notes and additional Notes of an existing Series, Class, Subclass or Tranche of Notes, in each case, issued by the Master Issuer after the Closing Date.
 
“Additional Securitization Entity” means any entity that becomes a direct or indirect wholly-owned Subsidiary of the Master Issuer or any other Securitization Entity after the Closing Date in accordance with and as permitted under the Related Documents and is designated by the Master Issuer as an “Additional Securitization Entity” pursuant to Section 8.34 of this Base Indenture.
ANNEX A-1
“Adjusted EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries for such period (a) plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income: (i) gains or losses from discontinued operations; (ii) Consolidated Interest Expense, Net; (iiiii) provision for federal, state, local and foreign income taxes; (iii)iv) depreciation and amortization expense; (ivv) stock-based compensation; (vvi) impairment and other (gains) charges, net (i.e., restructuring costs, cost of closed restaurants and gains/losses on disposition of property and equipment, accelerated depreciation and operating restaurant impairment); and (vivii) franchise tenant improvement allowance and other amortization; and(viii) pension settlement charges; and (ix) other extraordinary or nonrecurring items; and (b) minus, without duplication, to the extent added in calculating such Consolidated Net Income, gains (losses), net attributable to sales of Company Restaurants and other extraordinary or nonrecurring items; provided, however, that, with respect to the Securitization Entities, items that would have been accounted for as operating leases under GAAP as in effect on the Closing Date may be treated as operating leases for purposes of this definition irrespective of any change in GAAP subsequent to the Closing Date at the discretion of the Manager in accordance with the Managing Standard; provided, further, that, with respect to the Securitization Entities, the Manager, in accordance with the Managing Standard, may amend the definition of “Adjusted EBITDA” after the Closing Date with the consent of the Control Party.
 
“Advance” means a Collateral Protection Advance and/or a Debt Service Advance.
 
“Advance Interest Rate” means a rate equal to the Prime Rate plus 3.0% per annum, compounded monthly.
 
“Advance Period” has the meaning set forth in the Servicing Agreement.
 
“Advance Suspension Period” has the meaning set forth in the Servicing Agreement.
 
“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such specified Person; provided, however, that no equity holder of Jack in the Box Inc. or any Affiliate of such equity holder shall be deemed to be an Affiliate of any Non-Securitization Entity.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or other ownership or beneficial interests, by contract or otherwise; and the terms “controlling” and “controlled” have the meanings correlative to the meaning of “control.”
 
“After-Acquired Securitization IP” means all Intellectual Property (other than Excluded IP) throughout the United States created, developed, authored or acquired by or on behalf of, or licensed to or on behalf of, the Franchisor or any additional Securitization Entities after the Closing Date pursuant to the IP License Agreements or otherwise, including, without limitation, all Manager-Developed IP and all Licensee-Developed IP.
 
“Agent” means any Registrar or Paying Agent.
 
“Aggregate Outstanding Principal Amount” means the sum of the Outstanding Principal Amounts with respect to all Series of Notes.
 
“Allocated Note Amount” means, as of any date of determination, an amount equal to the greater of (x) zero and (y) with respect to any Contributed Asset in existence on the Closing Date, the pro rata portion of $1,300,000,000 allocated to such asset on the Closing Date based on such asset’s expected contribution to Retained Collections as estimated by the calculation of Transaction-adjusted Securitized Net Cash Flow (as such term is used in the Offering Memorandum dated June 28, 2019 for the Notes issued on the Closing Date) and (ii) any  Securitized Asset arising or entered into after the Closing Date that is contributed by a Non-Securitization Entity, the Outstanding Principal Amount of the Notes allocated to such asset, on the date such asset was included in the Securitized Assets, based on such asset’s contribution to Retained Collections during the then-most recently ended four Quarterly Collection Periods (or in the case of the first four Quarterly Collection Periods, the estimated Retained Collections). With respect to any Securitized Asset that does not have a four Quarterly Collection Period operating period as of the date such asset was included in the Securitized Assets, such asset’s contribution to Retained Collections will equal, as applicable, either (a) in the case of any Franchise Document, the average of all payments or fees collected under the related agreements during the four Quarterly Collection Periods ending as of the date such agreement was included in the Securitized Assets, (b) in the case of any Franchisee Note, the aggregate scheduled payments due thereunder during the twelve-month period after such inclusion, (c) in the case of any Securitized Lease, the aggregate scheduled lease payments due to the applicable Securitization Entity in respect thereof during the twelve-month period after such inclusion (if applicable, net of the aggregate scheduled lease payments payable by such Securitization Entity in respect thereof during such period) or (d) in the case of a Securitized Company Restaurant, the average of the sum of (A) the Four-Week Fiscal Period Securitized Company Restaurant Accrual Profits Amount plus (B) the Company Restaurant IP License Fees plus (C) any Company Synthetic Lease Payments, in each case, with respect to such Securitized Company Restaurant during the twelve-month period after such inclusion.
ANNEX A-2
“alphanumerical” means, with respect to distributions in respect of all Notes, an order of priority that is first by alphabetical designation (i.e., letter) and then by numerical order for the same letter (i.e., A-1, A-2, B-1, B-2 and not A-1, B-1, A-2, B-2) as set forth in herein, and pro rata among holders of Notes within each Class of the same alphanumerical designation, as set forth in the Series Supplement for such Series (unless specified otherwise in the Series Supplement for such Series or, with respect to any Series of Class A-1 Notes, in the applicable Variable Funding Note Purchase Agreement); provided, however, that except as otherwise set forth in a Series Supplement for a Tranche of Notes, a designation beyond a letter and an Arabic number (i.e., the addition of a roman numeral) will not affect the priority of distributions and distributions to such Notes will be pari passu and pro rata.
 
“Annual Election Date” means, prior to the Springing Amendments Implementation Date, June 1st of every calendar year beginning on June 1, 2019, unless a Controlling Class Representative has been elected or re-elected on or after January 1st of that same calendar year, in which case the Annual Election Date will be deemed to not occur during such calendar year.
 
“Applicable Procedures” means the provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream, as in effect from time to time.
 
“Applicants” has the meaning set forth in Section 2.07(a) of this Base Indenture.
 
“Asset Disposition Collections” has the meaning set forth in Section 8.16 of this Base Indenture.
 
“Asset Disposition Proceeds” means, with respect to any disposition of property by a Securitization Entity, other than dispositions resulting in Asset Disposition Collections, the excess, if any, of (i) the sum of cash and cash equivalents received in connection with such disposition (including any cash or cash equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable property and that is required to be repaid in connection with such disposition (other than Indebtedness under the Notes) to the extent such principal amount is actually repaid, (B) the reasonable and customary out-of-pocket expenses incurred by the Securitization Entities in connection with such disposition and (C) income Taxes reasonably estimated to be actually payable within two (2) years of such disposition as a result of any gain recognized in connection therewith.
 
“Asset Disposition Proceeds Account” has the meaning set forth in Section 5.02(a)(iv) of this Base Indenture.
 
“Asset Disposition Reinvestment Period” has the meaning set forth in Section 5.11(a)(v) of this Base Indenture.
 
“Assumption Agreement” has the meaning set forth in Section 8.34(d) of this Base Indenture.
ANNEX A-3
“Authorized Officer” means, with respect to (i) any Securitization Entity, any officer who is authorized to act for such Securitization Entity in matters relating to such Securitization Entity, including an Authorized Officer of the Manager authorized to act on behalf of such Securitization Entity; (ii) Jack in the Box Inc., in its individual capacity and in its capacity as the Manager, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel, the Treasurer or any Senior Vice President of Jack in the Box Inc. or any other officer of Jack in the Box Inc. who is directly responsible for managing the Securitized Restaurant Business or otherwise authorized to act for the Manager in matters relating to, and binding upon, the Manager with respect to the subject matter of the request, certificate or order in question; (iii) the Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer; (iv) the Servicer, any officer of the Servicer who is duly authorized to act for the Servicer with respect to the relevant matter; or (v) the Control Party, any officer of the Control Party who is duly authorized to act for the Control Party with respect to the relevant matter.  Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any Person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.
 
“Back-Up Management Agreement” means the Back-Up Management and Consulting Agreement, dated as of the Closing Date, by and among the Master Issuer, the other Securitization Entities party thereto, the Manager, the Trustee and the Back-Up Manager, as amended, supplemented or otherwise modified from time to time.
 
“Back-Up Manager” means FTI Consulting, Inc., a Maryland corporation, in its capacity as Back-Up Manager pursuant to the Back-Up Management Agreement, and any successor Back-Up Manager.
 
“Back-Up Manager Fees” means amounts paid to the Back-Up Manager to (i) reimburse for reasonable out-of-pocket expenses and (ii) pay a fee as agreed upon under a separate fee letter among the Manager, the Securitization Entities and the Back-Up Manager, in each case incurred by the Back-Up Manager in performing services under the Back-Up Management Agreement.
 
“Back-Up Manager Consent Consultation Fees” has the meaning set forth in has the meaning set forth in the Back-Up Management Agreement.
 
“Back-Up Manager Fees” has the meaning set forth in the Back-Up Management Agreement.
 
“Bankruptcy Code” means the provisions of Title 11 of the United States Code, 11 U.S.C. Section 101 et seq.
 
“Base Indenture” means thethis Base Indenture, dated as of the Closing Date, by and among the Master Issuer and the Trustee, as amended, supplemented or otherwise modified from time to time, exclusive of any Series Supplement.
 
“Base Indenture Account” means any account or accounts authorized and established pursuant to thethis Base Indenture for the benefit of the Secured Parties, including, without limitation, each account established pursuant to Article V of this Base Indenture.
 
“Base Indenture Definitions List” has the meaning set forth in Section 1.01(a) of this Base Indenture.
 
“Board of Directors” means the Board of Directors of any corporation or any unlimited company, or any authorized committee of such Board of Directors.
 
“Book-Entry Notes” means beneficial interests in the Notes of any Series, ownership and transfers of which will be evidenced or made through book entries by a Clearing Agency as described in Section 2.12 of this Base Indenture; provided that, after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Notes are issued to the Note Owners, such Definitive Notes will replace Book-Entry Notes.
ANNEX A-4
“Branded Restaurants” means, as of any date of determination, all restaurants, whether or not such restaurants offer sit-down dining, operated in the United States under the Jack in the Box Brand.
 
“Business Day” means any day other than Saturday or Sunday or any other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the states of New York, New York, San Diego, California or the citystate in which the Corporate Trust Office of any successor Trustee is located if so required by such successor.
 
“Capitalized Lease Obligations” means the obligations of a Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of the Indenture, the amount of such obligations will be the capitalized amount thereof determined in accordance with GAAP.
 
“Capped Class A‑1 Notes Administrative Expenses Amount” means, for each Weekly Allocation Date with respect to any Quarterly Collection Period, an amount equal to the lesser of (a) the Class A-1 Notes Administrative Expenses that have become due and payable prior to such Weekly Allocation Date and have not been previously paid and (b) the amount by which (i) $100,000 exceeds (ii) the aggregate amount of Class A-1 Notes Administrative Expenses previously paid on each preceding Weekly Allocation Date that occurred (x) in the case of a Weekly Allocation Date occurring during the period beginning on the Closing Date and ending on the date on which 52 full and consecutive Weekly Collection Periods have occurred, since the Closing Date and (y) in the case of a Weekly Allocation Date occurring during any successive period of 52 consecutive Weekly Collection Periods after the period in clause (x), since the beginning of such period.
 
“Capped Securitization Operating Expense Amount” means, for any Weekly Allocation Date that occurs during each fiscal year of the Securitization Entities, the amount by which $500,000 exceeds the aggregate Securitization Operating Expenses already paid during such period; provided, however, that during any period that the Back-Up Manager is required to provide Warm Back-Up Management Duties or Hot Back-Up Management Duties pursuant to the Back-Up Management Agreement, such amount shall automatically be increased by an additional $500,000 solely in order to provide for the reimbursement of any increased fees and expenses incurred by the Back-Up Manager associated with the provision of such services and the Control Party, acting at the direction of the Controlling Class Representative, may further increase the Capped Securitization Operating Expense Amount as calculated above in order to take account of any increased fees associated with the provision of such services.; provided, further, that the Capped Securitization Operating Expense Amount will not be applicable if and for so long as an Event of Default has occurred and is continuing; provided, further, that the payment of any such fees, expenses and indemnities that were incurred during any period while an Event of Default was outstanding will not be subject to the Capped Securitization Operating Expense Amount, regardless of whether or not an Event of Default exists at the time of such payment.
 
“Cash Collateral” has the meaning set forth in Section 5.13(d)(iii) of this Base Indenture.
 
“Cash Trapping Amount” means, for any Weekly Allocation Date during a Cash Trapping Period, an amount equal to the product of (i) the applicable Cash Trapping Percentage and (ii) the amount of funds available in the Collection Account on such Weekly Allocation Date after payment of priorities (i) through (xii) of the Priority of Payments (but with respect to the first Weekly Allocation Date on or after a Cash Trapping Release Date, net of the Cash Trapping Release Amount released on such Cash Trapping Release Date); provided that, for any Weekly Allocation Date following the occurrence and during the continuation of a Rapid Amortization Event, or an Event of Default, the Cash Trapping Amount will be zero.
ANNEX A-5
“Cash Trapping DSCR Threshold” means a DSCR equal to 1.75x.
 
“Cash Trapping Event” means, as of any Quarterly Payment Date, that the DSCR calculated as of the immediately preceding Quarterly Calculation Date is less than the Cash Trapping DSCR Threshold.
 
“Cash Trapping Percentage” means, with respect to any Weekly Allocation Date during a Cash Trapping Period, a percentage equal to (i) 50%, if the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is less than 1.75x but equal to or greater than 1.50x and (ii) 100%, if the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is less than 1.50x.
 
“Cash Trapping Period” means any period that begins at the close of business on any Quarterly Payment Date on which the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is less than the Cash Trapping DSCR Threshold and will end on the first Quarterly Payment Date on which the DSCR as calculated as of the immediately preceding Quarterly Calculation Date is equal to or exceeds the Cash Trapping DSCR Threshold.
 
“Cash Trapping Release Amount” means, (i) with respect to any Cash Trapping Release Date on which a Cash Trapping Period is no longer in effect, the full amount on deposit in the Cash Trap Reserve Account, and (ii) with respect to any other Cash Trapping Release Date, 50% of the aggregate amount deposited to the Cash Trap Reserve Account during the most recent period in which the applicable Cash Trapping Percentage was equal to 100%, after having been reduced ratably for any withdrawals made from the Cash Trap Reserve Account during such period for any other purpose.
 
“Cash Trapping Release Date” means any Quarterly Payment Date (i) on which a Cash Trapping Period is no longer continuing or (ii) on which the Cash Trapping Percentage is equal to 50% and on the prior Quarterly Payment Date, the applicable Cash Trapping Percentage was equal to 100%.
 
“Cash Trap Reserve Account” means the reserve account no. 12206100 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Cash Trap Reserve Account”, which account is maintained by the Trustee for the purpose of trapping cash upon the occurrence of a Cash Trapping Event, or any successor securities account established pursuant to thethis Base Indenture.
 
“Casualty Reinvestment Period” has the meaning set forth in Section 5.11(a)(vi) of this Base Indenture.
 
“Cause” means, with respect to an Independent Manager, (i) acts or omissions by such Independent Manager constituting fraud, dishonesty, negligence, misconduct or other deliberate action which causes injury to any Securitization Entity or an act by such Independent Manager involving moral turpitude or a serious crime, (ii) that such Independent Manager no longer meets the definition of “Independent Manager” as set forth in the applicable Securitization Entity’s Charter Documents or (iii) a material increase in fees charged by such Independent Manager; provided, that the Independent Manager may only be removed for Cause pursuant to this clause (iii) with the consent of the Control Party.
 
“CCR Acceptance Letter” has the meaning set forth in Section 11.01(e) of this Base Indenture.
 
“CCR Ballot” has the meaning set forth in Section 11.01(c) of this Base Indenture.
 
“CCR Candidate” means any nominee submitted to the Trustee on a CCR Nomination pursuant to Section 11.01(b) of this Base Indenture.
 
“CCR Election” means an election of a Controlling Class Representative as set forth in Section 11.01(a) and (b) of this Base Indenture.
 
“CCR Election Notice” has the meaning set forth in Section 11.01(b) of this Base Indenture.
ANNEX A-6
“CCR Election Period” has the meaning set forth in Section 11.01(c) of this Base Indenture.
 
“CCR Nomination” has the meaning set forth in Section 11.01(b) of this Base Indenture.
 
“CCR Nomination Period” has the meaning set forth in Section 11.01(b) of this Base Indenture.
 
“CCR Re-election Event” means any of the following events: (i) an additional Series of Notes of the Controlling Class is issued, (ii) the Controlling Class changes, (iii) the Trustee receives written notice of the resignation or removal of any acting Controlling Class Representative, (iv) the Trustee receives a written request for an election for a Controlling Class Representative from a Controlling Class Member and such election has been consented to by the Control Party in its sole discretion, which election will be at the expense of such Controlling Class Members (including Trustee expenses), (v) the Trustee receives written notice that an Event of Bankruptcy has occurred with respect to the acting Controlling Class Representative, (vi) there is no Controlling Class Representative and the Control Party requests an election be held or (vii) prior to the Springing Amendments Implementation Date, an Annual Election Date occurs; provided that with respect to a CCR Re-election Event that occurs as a result of clauses (iv), (vi) and (vii), no CCR Re-election Event will be deemed to have occurred if it would result in more than two (2) CCR Re-election Events occurring in a single calendar year.
 
“CCR Voting Record Date” has the meaning set forth in Section 11.01(c) of this Base Indenture.
 
“Charter Documents” means, with respect to any entity and at any time, the certificate of incorporation, certificate of formation, operating agreement, by-laws, memorandum of association, articles of association, or such other similar document, as applicable to such entity in effect at such time.
 
“Class” means, with respect to any Series of Notes, any one of the classes of Notes of such Series as specified in the Series Supplement for such Series, which may include Subclasses or Tranches.
 
“Class A‑1 Administrative Agent” means, with respect to any Series of Class A‑1 Notes, the Person identified as the “Class A‑1 Administrative Agent” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.
 
“Class A-1 Commitment Fee Adjustment Amount” means, for any Series of Class A‑1 Notes for any Interest Accrual Period, the aggregate amount, if any, for such Interest Accrual Period that is identified as the “Class A-1 Commitment Fee Adjustment Amount” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.
 
“Class A‑1 Interest Adjustment Amount” means, for any Series of Class A‑1 Notes for any Interest Accrual Period, the aggregate amount, if any, for such Interest Accrual Period that is identified as a “Class A‑1 Interest Adjustment Amount” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.
 
“Class A-1 Notes” means any Notes alphanumerically designated as “Class A-1” pursuant to the Series Supplement applicable to such Class of Notes.
 
“Class A-1 Notes Accrued Quarterly Commitment Fee Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period and the Interest Accrual Period beginning during such Quarterly Collection Period, and with respect to any Series of Class A-1 Notes Outstanding, the aggregate amount of commitment fees due and payable, with respect to such Weekly Allocation Date on such Series of Class A‑1 Notes that is identified as “Class A-1 Notes Accrued Quarterly Commitment Fee Amount” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.
ANNEX A-7
“Class A‑1 Notes Administrative Expenses” means all amounts due and payable pursuant to any Variable Funding Note Purchase Agreement that are identified as “Class A‑1 Notes Administrative Expenses” in each Series Supplement for such Series or Variable Funding Note Purchase Agreement.
 
“Class A‑1 Notes Amortization Event” means any event designated as a “Class A‑1 Notes Amortization Event” in any Series Supplement or Variable Funding Note Purchase Agreement.
 
“Class A‑1 Notes Commitment Fees Account” has the meaning set forth in Section 5.07(a)(iv) of this Base Indenture.
 
“Class A‑1 Notes Maximum Principal Amount” means, with respect to all Series of Class A‑1 Notes Outstanding, the aggregate maximum principal amount of such Series of Class A‑1 Notes as identified in the Series Supplement for such Series or Variable Funding Note Purchase Agreement as reduced by any permanent reductions of commitments with respect to such Series of Class A‑1 Notes and any cancellations of repurchased Class A‑1 Notes thereunder.
 
“Class A‑1 Notes Other Amounts” means all amounts due and payable pursuant to any Variable Funding Note Purchase Agreement that are identified as “Class A-1 Notes Other Amounts” in such Variable Funding Note Purchase Agreement.
 
“Class A‑1 Notes Renewal Date” means, with respect to any Series of Class A‑1 Notes, the date identified as the “Class A‑1 Notes Renewal Date” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.
 
“Class A‑1 Notes Voting Amount” has the meaning set forth in Section 2.01(b)(i) of this Base Indenture or Variable Funding Note Purchase Agreement.
 
“Class A-1 Quarterly Commitment Fee Amounts” means, for any Interest Accrual Period, with respect to each Series of Class A‑1 Notes Outstanding, the aggregate amount of commitment fees due and payable, with respect to such Interest Accrual Period, on such Series of Class A‑1 Notes that is identified as “Class A-1 Quarterly Commitment Fee Amounts” in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.
 
“Class A-1 Quarterly Commitment Fees Shortfall Amount” has the meaning set forth in Section 5.13(b)(iii) of this Base Indenture.
 
“Class A-2 Notes” means any Notes alphanumerically designated as “Class A-2” pursuant to the Series Supplement applicable to such Class of Notes.
 
“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the 1934 Act or any successor provision thereto or Euroclear or Clearstream.
 
“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.
 
“Clearstream” means Clearstream Banking, societe anonyme and any successor entity.
 
“Closing Date” means July 8, 2019.
 
“Closing Date Securitization IP” means all Intellectual Property (other than the Excluded IP) throughout the United States created, developed, authored, acquired or owned by or on behalf of, or licensed to or on behalf of, Jack in the Box Inc., Jack in the Box Eastern Division L.P., the Holding Company Guarantor, the Master Issuer, JIB Properties, the Franchisor, Jack in the Box Foundation or JIB Stored Value Cards, LLC as of the Closing Date covering, reading on, embodied in or otherwise relating to (i) the Jack in the Box System and Jack in the Box Brand, (ii) products or services sold or distributed via the Jack in the Box System under the Jack in the Box Brand, (iii) the Branded Restaurants, (iv)  the Securitized Franchised Restaurant Business or (v) the Securitized Company Restaurant Business, and also including the JIB Mobile Apps.
ANNEX A-8
“Code” means the U.S. Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any successor statute of similar import, in each case as in effect from time to time.
 
“Collateral” means, collectively, the Indenture Collateral, the “Collateral” as defined in the Guarantee and Collateral Agreement and any property subject to any other Indenture Document that grants a Lien to secure any Obligations.
 
“Collateral Business Documents” means, collectively, the Securitized Franchise Documents, the Securitized Franchisee Notes, the Securitized Owned-Property Franchisee Leases and the Securitized Franchisee Back-to-Back Subleases.
 
“Collateral Exclusions” has the meaning set forth in Section 3.01(b) of this Base Indenture.
 
“Collateralized Letters of Credit” has the meaning set forth in Section 5.13(d)(iii) of this Base Indenture.
 
“Collateral Protection Advance” means any advance of (a) payment of Taxes, rent, assessments, insurance premiums and other related or similar costs and expenses necessary to protect, preserve or restore the Securitized Assets and (b) payments of any Securitization Operating Expenses (excluding (i) any indemnification obligations, (ii) business and/or asset related operating expenses, (including, but not limited to, any Net Back-to-Back Franchisee Lease Payments, any JIB Back-to-Back Lease Obligations Advance, any JIB Tenant Improvement Payments, any JIB Maintenance Payments, any JIB Remodeling Incentive Payments, any JIB Franchise Incentive Contributions, any Restaurant Operating Expenses, any Pass-Through Amounts, and any reserve amounts (including any Lease Reserve Amount and the Securitized Company Restaurant Working Capital Reserve Amount)), (iii) fees and expenses of external legal counsel that are not directly related to the maintenance or preservation of the Collateral, (iv) fees and expenses of any entity other than a Securitization Entity and (v) damages, costs, or expenses relating to fraud, bad faith, willful misconduct, violations of law, bodily injury, property damage or misappropriation of funds), to the extent not previously paid pursuant to a Manager Advance, in each case made by the Servicer pursuant to the Servicing Agreement in accordance with the Servicing Standard, or by the Trustee pursuant to the Indenture.
 
“Collateral Transaction Documents” means the Contribution Agreements, the Charter Documents of each Securitization Entity, the IP License Agreements, the Servicing Agreement, the Account Control Agreements, the Management Agreement and the Back-Up Management Agreement.
 
“Collection Account” means account no. 12205400 entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Collection Account”, which account is maintained by the Trustee pursuant to Section 5.06 of this Base Indenture or any successor securities account maintained pursuant to Section 5.06 of this Base Indenture.
 
“Collection Account Administrative Accounts” has the meaning set forth in Section 5.07 of this Base Indenture.
ANNEX A-9
“Collections” means, with respect to each Weekly Collection Period, all amounts received by or for the account of the Securitization Entities during such Weekly Collection Period, including (without duplication):
 
(i)          Securitized Franchisee Payments, Securitized Franchisee Note Payments, Securitized Owned-Property Franchisee Lease Payments, Franchisee Back-to-Back Sublease Payments, Non-Branded Restaurant Lease Payments and any Non-Securitization Entity Lease Payments deposited into any Concentration Account;
 
(ii)          all amounts received under the IP License Agreements and all other license fees, including the Company Restaurant IP License Fees and other amounts received in respect of the Securitization IP, including recoveries from the enforcement of the Securitization IP;
 
(iii)          all Securitized Company Restaurant Collections; including amounts in respect of sales Taxes and other comparable Taxes, payroll Taxes, wage garnishments and other amounts received by Securitized Company Restaurants that are due and payable to a Governmental Authority or other unaffiliated third party (“Pass-Through Amounts”);
 
(iv)          Indemnification Amounts, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and (without duplication) all other amounts received upon the disposition of the Securitized Assets, including proceeds received upon the disposition of property expressly excluded from the definition of Asset Disposition Proceeds, in each case that are required to be deposited into any Concentration Account or the Collection Account;
 
(v)          the Series Hedge Receipts, if any, received by the Securitization Entities in respect of any Series Hedge Agreements entered into by the Securitization Entities in connection with the issuance of Additional Notes following the Closing Date;
 
(vi)          Investment Income earned on amounts on deposit in the Accounts; provided that Investment Income will only be considered “Collections” if it is greater than or equal to $100 per Account with respect to such Weekly Collection Period;
 
(vii)          equity contributions made to the Master Issuer directed to be deposited to any Concentration Account;
 
(viii)          to the extent not otherwise included above, payments from Franchisees or any other Person in respect of Excluded Amounts deposited in any Concentration Account;
 
(ix)          any payments received under the Letter of Credit Reimbursement Agreement from any Non-Securitization Entity; and
 
(x)          any other payments or proceeds received with respect to the Securitized Assets.
 
“Commitment” has the meaning set forth in the Series Supplement for such Series.
 
“Company Order” means a written order or request signed in the name of the Master Issuer by any Authorized Officer of the Master Issuer and delivered to the Trustee, the Control Party or the Paying Agent.
 
“Company Restaurant IP License Fees” means the licensing fees payable by JIB Properties, or Jack in the Box Inc. or Jack in the Box Eastern Division L.P. under the applicable Company Restaurant IP License, at a rate equal to five percent (5%) of the Gross Sales of each Company Restaurant, owned and operated by JIB Properties, or Jack in the Box Inc. or Jack in the Box Eastern Division L.P., as applicable (paid weekly).
ANNEX A-10
“Company Restaurant IP Licenses” means collectively, the Jack in the Box Inc. Company Restaurant IP License, the Jack in the Box Eastern Division Company Restaurant IP License and the JIB Properties Company Restaurant IP License.
 
“Company Restaurants” means Branded Restaurants owned and operated by any Securitization Entity or Non-Securitization Entity.
 
“Company Synthetic Lease Payment” has the meaning set forth in Section 5.11(a)(ii) of this Base Indenture.
 
“Competitor” means any Person that is a direct or indirect franchisor, franchisee, owner or operator of a large regional or national quick service restaurant concept (including a Franchisee); provided, however, that (i) a Person will not be a “Competitor” solely by virtue of its direct or indirect ownership of less than 5.0% of the Equity Interests in a “Competitor” and (ii) a franchisee shall only be a “Competitor” if it, or its Affiliates, directly or indirectly, owns, franchises or licenses, in the aggregate, ten or more individual locations of a particular concept; and provided, further, that (iii) a Person will not be a “Competitor” solely by virtue of its direct or indirect ownership of between 5.0% and 15% of the Equity Interests in a “Competitor” so long as (a) such Person has policies and procedures that prohibit such Person from disclosing or making available any confidential information that such Person may receive as a Holder or prospective investor in the Notes, to individuals involved in the business of buying, selling, holding or analyzing the Equity Interests of a “Competitor” or in the business of being a franchisor, franchisee, owner or operator of a large regional or national quick service restaurant concept and (b) such Person is a passive investor in a “Competitor” as described in Rule 13d-1(b)(1) of the 1934 Act (or would be described as a passive investor under such rule if the “Competitor” were a publicly-traded company and the securities held were publicly-traded equity securities) and is not a franchisor, franchisee, owner (other than in its capacity as a passive investor as described in Rule 13d-1(b)(1) of the 1934 Act) or operator of a large regional or national quick service restaurant concept (including a Franchisee).
 
“Concentration Accounts” has the meaning set forth in Section 5.02(a)(iii) of this Base Indenture.
 
“Consent Request” means any request for a direction, waiver, amendment, consent or certain other action under the Related Documents.
 
“Consolidated Interest Expense, Net” means, with respect to any Person for any period, consolidated net interest expense, whether paid or accrued, of such Person and its Subsidiaries for such period determined in accordance with GAAP.
 
“Consolidated Net Income” means, with respect to any Person for any period, the consolidated net income of such Person and its Subsidiaries (whether positive or negative), determined in accordance with GAAP, for such period.
 
“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person (a) with respect to any indebtedness, lease, declared but unpaid dividends, letter of credit or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof or (b) under any letter of credit issued for the account of that Person or for which that Person is otherwise liable for reimbursement thereof.  Contingent Obligation will include (x) the direct or indirect guarantee, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another and (y) any liability of such Person for the obligations of another through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation- or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), (ii) to maintain the solvency of any balance sheet item, level of income or financial condition of another or (iii) to make take-or-pay or similar payments if required regardless of non-performance by any other party or parties to an agreement, if in the case of any agreement described under subclause (i) or (ii) of this clause (y) the primary purpose or intent thereof is as described in the preceding sentence.  The amount of any Contingent Obligation will be equal to the amount of the obligation so guaranteed or otherwise supported.
ANNEX A-11
“Contractual Obligation” means, with respect to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.
 
“Contributed Assets” means all assets contributed under the Contribution Agreements.
 
“Contributed Real Estate Assets” means (i) the Contributed Securitized Owned Real Property and (ii) the Contributed Securitized Leases.
 
“Contributed Securitized Back-to-Back Franchisee Lease Arrangements” means lease arrangements for certain Franchised Restaurants comprised of (i) Contributed Securitized JIB Back-to-Back Leases and (ii) Contributed Securitized Franchisee Back-to-Back Subleases which are collectively contributed to JIB Properties on the Closing Date pursuant to the applicable Contribution Agreement.
 
“Contributed Securitized Company Restaurants” means Company Restaurants existing on the Closing Date that arewere contributed to JIB Properties on the Closing Date pursuant to the applicable Contribution Agreement.
 
“Contributed Securitized Company Restaurant Third-Party Leases” means leases for certain Securitized Company Restaurants under which JIB Properties will act as lessee under leases with third-party landlords, which are contributed to JIB Properties on the Closing Date pursuant to the applicable Contribution Agreement.
 
“Contributed Securitized Development Agreements” means all Development Agreements and related guaranty agreements existing as of the Closing Date that are contributed to any Securitization Entity on the Closing Date pursuant to the applicable Contribution Agreements.
 
“Contributed Securitized Franchise Agreements” means all Franchise Agreements and related guaranty agreements existing as of the Closing Date that are contributed to the Franchisor on the Closing Date pursuant to the applicable Contribution Agreements.
 
“Contributed Securitized Franchised Restaurants” means Franchised Restaurants existing as of the Closing Date that are franchised pursuant to Franchise Agreements contributed to the Franchisor on the Closing Date pursuant to the applicable Contribution Agreement.
 
“Contributed Securitized Franchisee Back-to-Back Subleases” means for certain Franchised Restaurants, leases under which JIB Properties acquires rights to a property as lessee from a third-party landlord (or a landlord that is a Non-Securitization Entity, if such lease is on arm’s length terms) and in turn leases that property to a Franchisee that are contributed to JIB Properties on the Closing Date pursuant to the applicable Contribution Agreements.
ANNEX A-12
“Contributed Securitized Franchisee Notes” means all Franchisee Notes and related guaranty and collateral agreements existing as of the Closing Date that are contributed to the Franchisor on the Closing Date, if any.
 
“Contributed Securitized JIB Back-to-Back Lease” means for certain Franchised Restaurants, leases under which (a) JIB Properties acts as lessee to a third-party landlord (or a landlord that is a Non-Securitization Entity, if such lease is on arm’s length terms) and (b) JIB Properties subleases such lease to a Franchisee, that are contributed to JIB Properties on the Closing Date pursuant to the applicable Contribution Agreements.
 
“Contributed Securitized Leases” means Securitized Leases existing as of the Closing Date that are contributed to JIB Properties on the Closing Date.
 
“Contributed Securitized Owned Real Property” means the real property (including the land, buildings and fixtures) owned in fee by Jack in the Box Inc. or its Subsidiaries that arewere contributed to JIB Properties on the Closing Date pursuant to the applicable Contribution Agreements.
 
“Contributed Securitized Owned-Property Franchisee Leases” means leases for certain Franchised Restaurants under which the real property is owned by JIB Properties, a Franchisee will act as lessee and JIB Properties will act as lessor, which are contributed to JIB Properties on the Closing Date pursuant to the applicable Contribution Agreement.
 
“Contribution Agreements” means the following agreements:
 
(a)          Properties 1 Contribution Agreement, dated as of the Closing Date, by and between Jack in the Box Eastern Division L.P. and JIB Properties;
 
(b)          Eastern Distribution Agreement, dated as of the Closing Date, by and between Jack in the Box Eastern Division L.P. and JBX General Partner LLC;
 
(c)          Eastern Distribution Agreement, dated as of the Closing Date, by and between Jack in the Box Eastern Division L.P. and JBX Limited Partner LLC;
 
(d)          JBX GP Distribution Agreement, dated as of the Closing Date, by and between JBX General Partner LLC and Jack in the Box Inc.;
 
(e)          JBX LP Distribution Agreement, dated as of the Closing Date, by and between JBX Limited Partner LLC and Jack in the Box Inc.;
 
(f)          Properties 2 Contribution Agreement, dated as of the Closing Date, by and between Jack in the Box Inc. and JIB Properties;
 
(g)          Franchisor Contribution Agreement, dated as of the Closing Date, by and between Jack in the Box Inc. and the Franchisor;
 
(h)          Holding Company Guarantor Contribution Agreement, dated as of the Closing Date, by and between Jack in the Box Inc. and the Holding Company Guarantor;
 
(i)          Master Issuer Contribution Agreement, dated as of the Closing Date, by and between the Holding Company Guarantor and the Master Issuer.
 
“Control Party” means, at any time, the Servicer, who will direct the Trustee to act (or refrain from acting) or will act on behalf of the Trustee in connection with Consent Requests.
ANNEX A-13
“Controlled Foreign Corporation” has the meaning given to such term in Section 957 of the Code.
 
“Controlled Group” means any trade or businesses (whether or not incorporated) that, together with any Securitization Entity, is treated as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
 
“Controlling Class” means the most senior Class of Notes (by alphabetical designation (as opposed to alphanumerical designation)) then Outstanding among all Series of Notes then Outstanding.
 
“Controlling Class Member” means, with respect to a Book-Entry Note of the Controlling Class, a Note Owner of such Note, and with respect to a Definitive Note of the Controlling Class, a Noteholder of such Definitive Note (excluding, in each case, any Securitization Entity or Affiliate thereof).
 
“Controlling Class Representative” means, at any time during which one or more Series of Notes is outstanding, the representative, if any, that has been elected pursuant to Section 11.01 of this Base Indenture by the Majority of Controlling Class Members.  The Controlling Class Representative may not be a Competitor.
 
“Copyrights” has the meaning set forth in the definition of “Intellectual Property.”
 
“Corporate Trust Office” means the corporate trust office of the Trustee at (a) for Note transfer purposes and presentment of the Notes for final payment thereon, Citibank, N.A., 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Securities Window - Jack in the Box Funding, LLC and (b) for all other purposes, Citibank, N.A., 388 Greenwich Street, New York, New York 10013, Attention: Citibank Agency & Trust - Jack in the Box Funding, LLC, email: jacqueline.suarez@citi.com orfacsimile: call (888) 855-9695 to obtain Citibank, N.A. account manager’s email address, or such other address as the Trustee may designate from time to time by notice to the holders, each Rating Agency and the Master Issuer or the principal corporate trust office of any successor Trustee.
 
“Cut-Off Date” means July 8, 2019.
 
“Debt Service” means, with respect to any Quarterly Payment Date, the sum of (i) the Senior Notes Quarterly Interest Amount plus (ii) the Senior Subordinated Notes Quarterly Interest Amount plus (iii) the Class A-1 Quarterly Commitment Fee Amount plus (iv) with respect to any Class of Senior Notes and Senior Subordinated Notes Outstanding, the aggregate amount of Scheduled Principal Payments (including, for the avoidance of doubt, the Senior Notes Quarterly Scheduled Principal Amount) due and payable on such Quarterly Payment Date, as such Scheduled Principal Payments may be ratably reduced by the aggregate amount of any (A) payments of Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds, (B) repurchases and cancellations of such Class of Notes or (C) optional prepayments of principal of such Class of Notes, but without giving effect to any reductions of Scheduled Principal Payments available due to the satisfaction of the applicable Series Non-Amortization Test.
 
“Debt Service Advance” means an advance made by the Servicer (or, if the Servicer fails to do so, the Trustee) on a Quarterly Payment Date in respect of the Senior Notes Quarterly Interest Shortfall Amount on any Quarterly Payment Date.
 
“Default” means any Event of Default or any occurrence that with notice or the lapse of time or both would become an Event of Default.
 
“Defeased Series” has the meaning set forth in Section 12.01(c) of this Base Indenture.
 
“Definitive Notes” has the meaning set forth in Section 2.12(a) of this Base Indenture.
ANNEX A-14
“Depository Agreement” means, with respect to a Series or Class of a Series of Notes having Book-Entry Notes, the agreement among the Master Issuer, the Trustee and the Clearing Agency governing the deposit of such Notes with the Clearing Agency, or as otherwise provided in the Series Supplement for such Series.
 
“Development Agreements” means all development agreements for Branded Restaurants pursuant to which a Franchisee, developer or other Person obtains the rights to develop (in order to operate as a Franchisee) one or more Branded Restaurants within a designated geographical area.
 
“DSCR” means, as of any Quarterly Payment Date, equals (i) the Net Cash Flow over the four (4) immediately preceding Quarterly Collection Periods, divided by (ii) the Debt Service with respect to such four (4) Quarterly Collection Periods; provided that, for purposes of calculating the DSCR as of the first three (3) Quarterly Calculation Dates, (a) “Net Cash Flow” for the Quarterly Collection Period ended January 20, 2019 will be deemed to be $73,100,108, “Net Cash Flow” for the Quarterly Collection Period ended April 14, 2019 will be deemed to be $67,308,345 and “Net Cash Flow” for the Quarterly Collection Period ended July 7, 2019 will be calculated by the Manager at the time of the first Quarterly Calculation Date and will be based on the financial results of Jack in the Box for the fiscal quarter ended July 7, 2019 and (b) clause (ii) of such DSCR calculation will be deemed to equal the Debt Service measured for the most recently ended Quarterly Collection Period times four (4) (and for the first four Quarterly Payment Dates, the Debt Service for the first Quarterly Collection Period will be adjusted to account for the irregular number of days in such Quarterly Collection Period).  For the purposes of calculating the DSCR as of the first four (4) Quarterly Payment Dates, the Debt Service for the first Quarterly Collection Period will be deemed to be the sum of (A) the product of (x) the sum of the amounts referred to in clauses (i), (ii) and (iii) of the definition of “Debt Service” multiplied by (y) a fraction the numerator of which is ninety (90) and the denominator of which is the actual number of days elapsed during the period commencing on and including the Closing Date and ending on but excluding the first Quarterly Payment Date plus (B) the amount referred to in clause (iv) of the definition of “Debt Service”.  “Interest-Only DSCR” means the calculation of DSCR without any application of clause (iv) of the definition of “Debt Service.”
 
“DTC” means The Depository Trust Company and any successor thereto.
 
“Electronic Transmission” has the meaning set forth in Section 14.20 of this Base Indenture.
 
“Eligible Account” means (a) a segregated identifiable trust account established in the trust department of a Qualified Trust Institution or (b) a separately identifiable deposit or securities account established at a Qualified Institution.
 
“Eligible Assets” means any real or personal property or other asset useful to a Securitization Entity in the operation of its business or of its other assets, including, without limitation, (i) capital assets, capital expenditures, renovations and improvements and (ii) assets intended to generate revenue for a Securitization Entity.
ANNEX A-15
“Eligible Investments” means (a) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank or trust company that (i) is organized under the laws of the United States or is the principal banking subsidiary of a bank holding company organized under the laws of the United States and is a member of the Federal Reserve System, (ii) whose short-term debt is rated at least “P-1” (or then equivalent grade) by Moody’s and at least “A‑1+” (or then equivalent grade) by S&P and, if it has a short-term rating by KBRA, at least “K2” by KBRA and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than one (1) year from the date of acquisition thereof; (b) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof; (c) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “P-1” (or then equivalent grade) by Moody’s and at least “A‑1+” (or the then equivalent grade) by S&P and, if it has a short-term rating by KBRA, at least “K2” by KBRA, with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; (d) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the type described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (a) above and (e) investments, classified in accordance with GAAP as current assets of the relevant Person making such investment, in money market investment programs registered under the 1940 Act, which have the highest rating obtainable from Moody’s S&P and, if it has a short-term rating by KBRA, at least “K2” by KBRA, and the portfolios of which are invested primarily in investments of the character, quality and maturity described in clauses (a) though (d) of this definition.  Notwithstanding the foregoing, all Eligible Investments must either (A) be at all times available for withdrawal or liquidation at par (or for commercial paper issued at a discount, at the applicable purchase price) or (B) mature on or prior to the Business Day prior to the immediately succeeding Weekly Allocation Date.
 
“Employee Benefit Plan” means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA, established, maintained or contributed to by a Securitization Entity or with respect to which any Securitization Entity has any liability.
 
“Enhancement” means, with respect to any Series of Notes, the rights and benefits provided to the Holders of such Series of Notes pursuant to any letter of credit, surety bond, cash collateral account, spread account, guaranteed rate agreement, maturity guaranty facility, tax protection agreement, interest rate swap or any other similar arrangement entered into by the Master Issuer in connection with the issuance of such Series of Notes as provided for in the Series Supplement for such Series in accordance with the terms of this Base Indenture or Variable Funding Note Purchase Agreement.
 
“Enhancement Agreement” means any contract, agreement, instrument or document governing the terms of any Enhancement or pursuant to which any Enhancement is issued or outstanding.
 
“Enhancement Provider” means the Person providing any Enhancement as designated in the Series Supplement for such Series or Variable Funding Note Purchase Agreement.
 
“Environmental Law” means any and all applicable laws, rules, orders, regulations, statutes, ordinances, binding guidelines, codes, decrees, agreements or other legally enforceable requirements (including common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health (as it relates to exposure to Materials of Environmental Concern), or employee health and safety (as it relates to exposure to Materials of Environmental Concern), as has been, is now, or may at any time hereafter be, in effect.
 
“Environmental Permits” means any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.
 
“Equity Interest” means any (a) membership or limited liability company interest in any limited liability company, (b) general or limited partnership interest in any partnership, (c) common, preferred or other stock interest in any corporation, (d) share, participation, unit or other interest in the property or enterprise of an issuer that evidences ownership rights therein, (e) ownership or beneficial interest in any trust or (f) option, warrant or other right to convert any interest into or otherwise receive any of the foregoing.
 
“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, in each case as in effect from time to time.  References to sections of ERISA also refer to any successor sections.
ANNEX A-16
“ERISA Event” means (a) Reportable Event; (b) the failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Single Employer Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code and Section 303(j) of ERISA with respect to any Single Employer Plan; (c) the provision by the administrator of any Single Employer Plan pursuant to Section 4041(a)(2) of ERISA of a written notice of intent to terminate such Single Employer Plan in a standard termination described in Section 4041(b) of ERISA or a distress termination described in Section 4041(c) of ERISA; (d) the complete or partial withdrawal by the Manager, or any company in the Controlled Group of the Manager, from any Single Employer Plan with two or more contributing sponsors or the termination of any such Single Employer Plan, in each case, which results in liability pursuant to Section 4063 or 4064 of ERISA; (e) formal written notice from the PBGC of its intent to commence proceedings to terminate any Single Employer Plan; (f) the imposition of liability on the Manager, or any company in the Controlled Group of the Manager, pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) receipt from the Internal Revenue Service of notice of the failure of any Single Employer Plan to qualify under Section 401(a) of the Code or the failure of any trust forming part of any Single Employer Plan to qualify for exemption from taxation under Section 501(a) of the Code; (h) the imposition of a lien in favor of the PBGC or a Plan pursuant to Section 430(k) of the Code or pursuant to Section 303(k) of ERISA with respect to any Single Employer Plan or (i) the complete or partial withdrawal by the Manager or any member of its Controlled Group from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability to the Manager under ERISA.
 
“Euroclear” means Euroclear Bank, S.A./N.V., or any successor thereto, as operator of the Euroclear System.
 
“Event of Bankruptcy” will be deemed to have occurred with respect to a Person if:
 
(a)          a case or other proceeding is commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or any substantial part of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person is entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or
 
(b)          such Person commences a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or makes any general assignment for the benefit of creditors; or
 
(c)          the Board of Directors or board of managers (or similar body) of such Person votes to implement any of the actions set forth in clause (b) above.
 
“Event of Default” means any of the events set forth in Section 9.02 of this Base Indenture.
 
“Excepted Securitization IP Assets” means (i) any right to use third-party Intellectual Property pursuant to a license to the extent such rights are not able or permitted to be pledged; and (ii) any application for registration of a Trademark that would be invalidated, canceled, voided or abandoned due to the grant and/or enforcement of an assignment or security interest, including intent-to-use applications filed with the PTO pursuant to 15 U.S.C. Section 1051(b) prior to the filing of a statement of use or amendment to allege use pursuant to 15 U.S.C. Section 1051(c) or (d); provided that at such time as the grant and/or enforcement of the assignment or the security interest would not cause such application to be invalidated, canceled, voided or abandoned, such Trademark application will cease to be considered an Excepted Securitization IP Asset.
ANNEX A-17
“Excess Class A‑1 Notes Administrative Expenses Amount” means, for each Weekly Allocation Date, an amount equal to the amount by which (a) the Class A‑1 Notes Administrative Expenses that have become due and payable prior to such Weekly Allocation Date and have not been previously paid exceed (b) the Capped Class A‑1 Notes Administrative Expenses Amount for such Weekly Allocation Date.
 
“Excluded Amounts” means, among other things, (i)  fees and expenses paid by or on behalf of any Securitization Entity in connection with registering, maintaining and enforcing the Securitization IP and paying third-party licensing fees, (ii) account expenses and fees paid to the banks at which the Management Accounts are held, (iii) insurance and condemnation proceeds payable by the Securitization Entities to Franchisees, (iv) amounts in respect of sales Taxes and other comparable Taxes and other amounts received from Franchised Restaurants that are due and payable to a Governmental Authority or other unaffiliated third party, (v) any statutory Taxes payable by a Securitization Entity, but required to be remitted to a Governmental Authority, (vi) amounts paid by Franchisees in respect of fees or expenses payable to unaffiliated third parties for services provided to Franchisees, (vii) amounts paid by Franchisees relating to corporate services provided by the Manager to the Franchisees, including marking and administration fees, repairs and maintenance, value card administration, employee training, point-of-sale system maintenance and support, upfront onboarding fees and maintenance of other information technology systems, (viii) tenant improvement allowances and similar amounts received from landlords, (ix) any amounts that cannot be transferred to a Concentration Account due to applicable law and (x) any other amounts deposited into any Concentration Account or otherwise included in Collections that are not required to be deposited into the Collection Account.
 
“Excluded IP” means (i) any commercially available, off-the-shelf, uncustomized Software or information technology systems, in each case, licensed on standard terms and conditions to or on behalf of any Non-Securitization Entity, (ii) any proprietary software or information technology systems that are readily replaceable with Software or information technology systems described in subpart (i), and (iii) any Intellectual Property existing in any country other than the United States, unless the Manager, in its sole discretion, causes such Intellectual Property to be created, developed, authored or acquired by or on behalf of, or licensed to or on behalf of, the Franchisor or another Securitization Entity.
 
“Extension Period” means, with respect to any Series or any Class of any Series of Notes, the period from the Series Anticipated Repayment Date (or any previously extended Series Anticipated Repayment Date) with respect to such Series or Class to the Series Anticipated Repayment Date with respect to such Series or Class as extended in connection with the provisions of the Series Supplement for such Series or, to the extent applicable, Variable Funding Note Purchase Agreement.
 
“FDIC” means the U.S. Federal Deposit Insurance Corporation.
 
“Financial Assets” has the meaning set forth in Section 5.09(b)(i) of this Base Indenture.
 
“Foreign Subsidiary Holding Company” has the meaning set forth in Section 3.01 of this Base Indenture.
 
“Four-Week Fiscal Period” means the following monthly fiscal periods of the Securitization Entities: (a) thirteen 4-week fiscal periods of the Securitization Entities in connection with their 52-week fiscal years and (b) twelve 4-week fiscal periods and one 5-week fiscal period of the Securitization Entities in connection with their 53-week fiscal years, whereby the 5-week period is the last fiscal period in such fiscal year.
ANNEX A-18
“Four-Week Fiscal Period Estimated Securitized Company Restaurant Profits Amount” means, with respect to each Four-Week Fiscal Period of the Securitization Entities, the lesser of (or, at the option of the Master Issuer, the greater of) (x) an estimate of the Four-Week Fiscal Period Securitized Company Restaurant Accrual Profits Amount for such period and (y) an estimate of the Four-Week Fiscal Period Securitized Company Restaurant Cash Profits Amount for such period, in each case, as set forth in the relevant Weekly Manager’s Certificate.
 
“Four-Week Fiscal Period Securitized Company Restaurant Accrual Profits Amount” means, with respect to each Four-Week Fiscal Period of the Securitization Entities, the amount (not less than zero) equal to (a) all revenue accrued in respect of all Securitized Company Restaurants (excluding Pass-Through Amounts) for such Four-Week Fiscal Period; minus (b) all Restaurant Operating Expenses (excluding Pass-Through Amounts) accrued over such period in connection with the operation of the Securitized Company Restaurants for such Four-Week Fiscal Period; minus (c) all Company Synthetic Lease Payments and JIB Properties Company Restaurant IP License Fees accrued over such period in connection with the operation of the Securitized Company Restaurants for such Four-Week Fiscal Period.
 
“Four-Week Fiscal Period Securitized Company Restaurant Cash Profits Amount” means, with respect to each Four-Week Fiscal Period of the Securitization Entities, the amount (not less than zero) equal to (a) Securitized Company Restaurant Collections (excluding Pass-Through Amounts) for such Four-Week Fiscal Period; minus (b) all Restaurant Operating Expenses (excluding Pass-Through Amounts) paid in cash out of funds in deposit in the Securitized Company Restaurant Accounts; minus (c) all Company Synthetic Lease Payments and JIB Properties Company Restaurant IP License Fees in connection with the operation of the Securitized Company Restaurants for such Four-Week Fiscal Period.
 
“Four-Week Fiscal Period Securitized Company Restaurant Profits True-up Amount” means, with respect to each Four-Week Fiscal Period of the Securitization Entities, the sum of (a) the amount (whether positive or negative) equal to (i) the Four-Week Fiscal Period Securitized Company Restaurant Accrual Profits Amount for such Four-Week Fiscal Period minus (ii) the Four-Week Fiscal Period Estimated Securitized Company Restaurant Profits Amount for such Four-Week Fiscal Period plus (b) the unpaid amount of all Four-Week Fiscal Period Securitized Company Restaurant Profits True-up Amounts for all prior Four-Week Fiscal Periods.
 
“Franchise Agreement” means a franchise agreement (including any related service or license agreement) whereby a Franchisee agrees to operate a Branded Restaurant.
 
“Franchise Documents” means all Franchise Agreements (including master franchise agreements and related service or license agreements), Development Agreements and agreements related thereto, together with any modifications, amendments, extensions or replacements of the foregoing.
 
“Franchised Restaurants” means, collectively, all Branded Restaurants that are owned and operated by Franchisees that are unaffiliated with Jack in the Box Inc. and its Affiliates pursuant to a Franchise Agreement.
 
“Franchisee” means any Person that is a franchisee under a Franchise Agreement.
 
“Franchisee Back-to-Back Sublease Payments” means sublease payments payable by Franchisees to JIB Properties under Securitized Franchisee Back-to-Back Subleases.
ANNEX A-19
“Franchisee Note” means any franchisee note or other franchisee financing agreement entered into in order to finance the payment of franchisee fees, amounts payable by Franchisees in connection with Refranchising Asset Dispositions or other amounts owing by a Franchisee.
 
“Franchisor” means Different Rules, LLC, a Delaware limited liability company.
 
“Franchisor Capital Accounts” has the meaning set forth in Section 5.02(a)(ii) of this Base Indenture.
 
“Future Brand” means any name or Trademark (including any Trademarks related to, based on or derivative thereof, but excluding the Jack in the Box Brand or any Trademark owned by the Securitization Entities as of the Closing Date) that (i) is acquired or developed by Jack in the Box Inc. or any of its Subsidiaries and subsequently contributed to one or more Securitization Entities in a manner consistent with the terms of the Related Documents or (ii) that is acquired or developed by the Master Issuer or any one or more Securitization Entities in a manner consistent with the terms of the Related Documents.
 
“GAAP” means the generally accepted accounting principles in the United States promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors in effect from time to time.
 
“Government Securities” means readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof and as to which obligations the full faith and credit of the United States of America is pledged in support thereof.
 
“Governmental Authority” means the government of the United States or any other nation or any political subdivision of the foregoing, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
 
“Gross Sales” means, with respect to a restaurant, the total amount of revenue received from the sale of all food, products, merchandise and performance of all services and all other income of every kind and nature (including gift certificates when redeemed but not when purchased), whether for cash or credit and regardless of collection in the case of credit; provided, however, that Gross Sales shall not include (i) refunds and allowances; (ii) any sales Taxes or other Taxes, in each case collected from customers for transmittal to the appropriate taxing authority or (iii) revenues that are not subject to royalties in accordance with the related Securitized Franchise Agreement, applicable IP License Agreement or other applicable agreement.
 
“Guarantee” means, as to any Person, any (a) obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed to be (i) with respect to a Guarantee pursuant to clause (a) above, an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith or (ii) with respect to a Guarantee pursuant to clause (b) above, the fair market value of the assets subject to (or that could be subject to) the related Lien.  The term “Guarantee” as a verb has a corresponding meaning.
ANNEX A-20
“Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement, dated as of the Closing Date, by and among the Guarantors in favor of the Trustee for the benefit of the Secured Parties, as amended, supplemented or otherwise modified from time to time.
 
“Guarantors” means the Subsidiary Guarantors and the Holding Company Guarantor.
 
“Hague Securities Convention” means the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, concluded 5 July 2006.
 
“Hedge Counterparty” means an institution that enters into a Swap Contract with one or more Securitization Entities to provide certain financial protections with respect to changes in interest rates applicable to a Series of Notes if and as specified in the Series Supplement for such Series.
 
“Hedge Payment Account” means an account entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Hedge Payment Account”, which account is maintained by the Trustee pursuant to Section 5.08 of this Base Indenture or any successor securities account maintained pursuant to Section 5.08 of this Base Indenture.
 
“Holdco Leverage Ratio” means, As of any date of determination, the ratio of (a)(i) Indebtedness of the Non-Securitization Entities and the Securitization Entities  (assuming that amounts available under each Class A-1 Note at such time (after giving effect to any commitment reductions on such date) are fully drawn) as of the end of the most recently ended Quarterly Fiscal Period less (ii) the sum of (v) the cash and Eligible Investments of the Securitization Entities credited to the Senior Notes Interest Reserve Account, the Senior Subordinated Notes Interest Reserve Account, the Cash Trap Reserve Account and the Franchisor Capital Accounts as of the end of the most recently ended Quarterly Fiscal Period, (w) the cash and Eligible Investments of the Securitization Entities maintained in the Management Accounts as of the end of the most recently ended Quarterly Fiscal Period that the Manager reasonably anticipates, pursuant to a Weekly Manager’s Certificate delivered on or prior to such date, will be paid to the Manager or constitute the Residual Amount on the next succeeding Weekly Allocation Date, (x) the Unrestricted Cash and Eligible Investments of the Non-Securitization Entities as of the end of the most recently ended Quarterly Fiscal Period, (y) without duplication, the amount available under any Cash Collateralized Letters of Credit and (z) without duplication, the available amount of each Interest Reserve Letter of Credit as of the end of the most recently ended Quarterly Fiscal Period to (b) the sum of the Adjusted EBITDA of the Non-Securitization Entities and the Securitization Entities, for the immediately preceding four (4) Quarterly Fiscal Periods most recently ended as of such date and for which financial statements have been finalized. The Holdco Leverage Ratio shall be calculated in accordance with Section 14.18(a) of this Base Indenture.
 
“Holder” means each Noteholder and, to the extent Notes are held through a Clearing Agency, each Note Owner.
 
“Holding Company Guarantor” means Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company, and its successors and assigns.
 
“Hot Back-Up Management Duties” has the meaning set forth in the Back-Up Management Agreement.
ANNEX A-21
“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
 
“Improvements” means, with respect to Intellectual Property, proprietary rights in any additions, modifications, derivatives, developments, variations, refinements, enhancements or improvements that are derivative works as defined and recognized by applicable Requirements of Law or, with respect to real estate, the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the real property constituting a part of each property.
 
“Indebtedness” means, as to any Person as of any date, without duplication, (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) the net obligations of such Person under any swap contract (other than any swap contracts not to exceed $30,000,000 in aggregate termination value in existence on the Closing Date), (c) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of such Person, and (iii) liabilities associated with customer prepayments and deposits); and (d) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit, in the case of the foregoing clauses (a), (b) and (c), to the extent such item would be classified as a liability on a consolidated balance sheet of such Person as of such date; provided, however, that guarantees by Securitization Entities for the benefit of Franchisees in an aggregate principal amount at any time outstanding of up to the greater of (x) $20,000,000 and (y) 5.0% of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared shall not be considered Indebtedness.  For purposes of the foregoing clause (b), the amount of any net obligation under any swap contract on any date shall be deemed to the swap termination value thereof.
 
“Indemnification Amount” means, with respect to any Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets), Securitized Owned-Property Franchisee Leases, and Securitized Franchisee Back-to-Back Subleases, an amount equal to the Allocated Note Amount for such asset.
 
“Indemnitor” means Jack in the Box Inc., as the Manager in its individual capacity, or any other Non-Securitization Entity.
 
“Indenture” means thethis Base Indenture, together with all Series Supplements, as amended, supplemented or otherwise modified from time to time by Supplements thereto in accordance with its terms.
 
“Indenture Collateral” has the meaning set forth in Section 3.01 of this Base Indenture.
 
“Indenture Documents” means, collectively, with respect to any Series of Notes, thethis Base Indenture (including any Supplements thereto), the Series Supplement for such Series (including any Supplements thereto), the Notes of such Series, the Guarantee and Collateral Agreement, the related Account Control Agreements, any related Variable Funding Note Purchase Agreement and any other agreements relating to the issuance or the purchase of the Notes of such Series or the pledge of Collateral under any of the foregoing.
 
“Indenture Trust Accounts” means each of the Collection Account, the Collection Account Administrative Accounts, the Senior Notes Interest Reserve Account (which may also, at the election of the Manager, serve as a Franchisor Capital Account), the Senior Subordinated Notes Interest Reserve Account, the Cash Trap Reserve Account, the Hedge Payment Account, the Series Distribution Accounts and such other accounts as the Master Issuer may establish with the Trustee or the Trustee may establish from time to time pursuant to its authority to establish additional accounts pursuant to the Indenture.
ANNEX A-22
“Independent” means, as to any Person, any other Person (including, in the case of an accountant, or lawyer, a firm of accountants or lawyers and any member thereof or an investment bank and any member thereof) who (i) does not have and is not committed to acquire any material direct or any material indirect financial interest in such Person or in any Affiliate of such Person and (ii) is not connected with such Person or an Affiliate of such Person as an officer, employee, promoter, underwriter, voting trustee, partner, director or Person performing similar functions.  “Independent” when used with respect to any accountant may include an accountant who audits the books of such Person if, in addition to satisfying the criteria set forth above, the accountant is independent with respect to such Person within the meaning of Rule 101 of the Code of Ethics of the American Institute of Certified Public Accountants.  Whenever any Independent Person’s opinion or certificate is to be furnished to the Trustee, such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof.
 
“Independent Auditors” means the firm of Independent accountants appointed pursuant to the Management Agreement or any successor Independent accountant.
 
“Independent Manager” means, with respect to any corporation, partnership, limited liability company, association or other business entity, an individual who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by Maples Fiduciary Services (Delaware) Inc., Corporation Service Company, CT Corporation, Global Securitization Services, LLC, Lord Securities Corporation, National Registered Agents, Inc., Stewart Management Company, Wilmington Trust Company, or any successor therto, or, if none of those companies is then providing professional independent managers, another nationally recognized company reasonably approved by the Trustee, in each case that is not an Affiliate of the company and that provides professional independent managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following:
 
(i)          a member, partner, equityholder, manager, director, officer or employee of the company, the member thereof, or any of their respective equityholders or Affiliates (other than as an Independent Manager of the company or an Affiliate of the company that is not in the direct chain of ownership of the company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such Independent Manager is employed by a company that routinely provides professional independent managers in the ordinary course of its business);
 
(ii)          a creditor, supplier or service provider (including provider of professional services) to the company, or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional independent managers and other corporate services to the company or any of its equityholders or Affiliates in the ordinary course of its business);
 
(iii)          a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or
 
(iv)          a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.
 
A natural Person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the Independent Manager (or independent manager or director) of a “special purpose entity” which is an Affiliate of the company shall be qualified to serve as an Independent Manager of the company, provided that the fees that such individual earns from serving as Independent Manager (or independent manager or director) of any Affiliate of the company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.
 
“Ineligible Account” has the meaning set forth in Section 5.19 of this Base Indenture.
ANNEX A-23
“Ineligible Interest Reserve Letter of Credit” means an Interest Reserve Letter of Credit with respect to which (i) the short-term debt credit rating of the L/C Provider with respect to such Interest Reserve Letter of Credit is withdrawn or downgraded by S&P to below “A-2” and, if it has a rating by KBRA, is withdrawn or downgraded by KBRA below “K2” or is withdrawn by Moody’s or downgraded by Moody’s below “P-2” or (ii) the long-term debt credit rating of such L/C Provider is withdrawn by S&P or downgraded by S&P below “BBB” and, if it has a rating by KBRA, is withdrawn or downgraded by KBRA below “BBB” or is withdrawn by Moody’s or downgraded by Moody’s below “Baa2”; provided that for determining whether an Interest Reserve Letter of Credit is eligible under this definition, an L/C Provider will be deemed to have the short-term debt credit rating or the long-term debt credit rating, as applicable, of such L/C Provider or any guarantor of (or confirming bank for) such L/C Provider.
 
“Initial Principal Amount” means, with respect to any Series or Class (or Subclass) of Notes, the aggregate initial principal amount of such Series or Class (or Subclass) of Notes specified in the Series Supplement for such Series.
 
“Initial Senior Notes Interest Reserve Amount” means, with respect to the Notes issued on the Closing Date, an amount equal to $15,885,875 to be deposited into the Senior Notes Interest Reserve Account and/or arranged for issuance as an Interest Reserve Letter of Credit by the Master Issuer.
 
“Insurance Proceeds Account” has the meaning set forth in Section 5.02(a)(v) of this Base Indenture.
 
“Insurance/Condemnation Proceeds” means an amount equal to: (i) any cash payments or proceeds received by the Securitization Entities (a) by reason of theft, physical destruction or damage or any other similar event with respect to any properties or assets of the Securitization Entities under any policy of insurance (other than liability insurance) in respect of a covered loss thereunder or (b) as a result of any non-temporary condemnation, taking, seizing or similar event with respect to any properties or assets of the Securitization Entities by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking minus (ii)(a) any actual and reasonable costs incurred by the Securitization Entities in connection with the adjustment or settlement of any claims of the Securitization Entities in respect thereof and (b) any bona fide direct costs incurred in connection with any disposition of such assets as referred to in clause (i)(b) of this definition, including Taxes (or distributions to a direct or indirect parent for Taxes) paid or reasonably expected to be actually payable with respect to the Securitization Entities’ consolidated group as a result of any gain recognized in connection therewith.  For the avoidance of doubt, “Insurance/Condemnation Proceeds” shall not include any proceeds of policies of insurance not described above, such as business interruption insurance, food safety insurance coverage and other insurance procured in the ordinary course of business, which shall be treated as Collections.
 
“Intellectual Property” or “IP” means all rights, title and interests in or to intellectual property of any type, including:  (i) Trademarks; (ii) Patents; (iii) rights in computer programs and mobile apps, including in both source code and object code, together with related documentation and explanatory materials, whether machine readable or otherwise, and databases, including any Copyrights (as defined below), Patents and Trade Secrets (as defined below) therein (“Software”); (iv) copyrights (whether registered or unregistered) in unpublished and published works, works of authorship (whether or not copyrightable), database or design rights, and all registrations and recordations thereof and all applications in connection therewith, along with all reversions, extensions and renewals thereof (“Copyrights”); (v) trade secrets and other confidential or proprietary information, including with respect to recipes, unpatented inventions, operating procedures, know how, procedures and formulas for preparing food and beverage products, specifications for certain food and beverage products, inventory methods, customer service methods, financial control methods, algorithm and training techniques (“Trade Secrets”); (vi) all Improvements of or to any of the foregoing; (vii) all social media account names or identifiers (e.g., Twitter® handle or Facebook® account name); (viii) all registrations, applications for registration or issuances, recordings, renewals and extensions relating to any of the foregoing; and (ix) for the avoidance of doubt, the sole and exclusive rights to prosecute and maintain any of the foregoing, to enforce any past, present or future infringement, dilution misappropriation or other violation of any of the foregoing, and to defend any pending or future challenges to any of the foregoing.
ANNEX A-24
“Interest Accrual Period” means (a) solely with respect to any Series of Class A‑1 Notes of any Series of Notes, a period commencing on and including the day that is two (2) Business Days prior to a Quarterly Calculation Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Quarterly Calculation Date and (b) with respect to any other Class of Notes of any Series of Notes, the period from and including the 25th day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the 25th day of the calendar month which includes the then-current Quarterly Payment Date (in each case without giving effect to any Business Day adjustment); provided, however, that the initial Interest Accrual Period for any Series will commence on and include the Series Closing Date and end on the date specified above, unless otherwise specified in the Series Supplement for such Series; provided, further, that the Interest Accrual Period, with respect to each Series of Notes Outstanding, immediately preceding the Quarterly Payment Date on which the last payment on the Notes of such Series is to be made will end on such Quarterly Payment Date.
 
“Interest Reserve Letter of Credit” means any letter of credit issued for the benefit of the Trustee and the Senior Noteholders or the Senior Subordinated Noteholders, as applicable.
 
“Interest Reserve Release Event” means, as of any date of determination, and with respect to each Series of Senior Notes or Senior Subordinated Notes Outstanding, as applicable, any reduction in (i) the Class A‑1 Notes Maximum Principal Amount or (ii) the Outstanding Principal Amount of such Series of Notes that are not a Series of Class A-1 Notes.
 
“Interest-Only DSCR” has the meaning assigned to such term under the definition of “DSCR.”
 
“Interim Successor Manager” means, upon the resignation or termination of the Manager pursuant to the terms of the Management Agreement and prior to the appointment of any successor to the Manager by the Control Party (at the direction of the Controlling Class Representative), the Back-Up Manager.
 
“Investment Income” means the investment income earned on a specified account during a specified period, in each case net of all losses and expenses allocable thereto.
 
“Investments” means, with respect to any Person(s), all investments by such Person(s) in other Persons in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel, moving and other similar advances to officers, directors, employees and consultants of such Person(s) (including Affiliates) made in the ordinary course of business) and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person.
 
“IP License Agreements” means, collectively, Manager IP License, the Company Restaurant IP Licenses, the Jack in the Box Foundation IP License and the JIB Stored Value Cards IP License.
 
“IRS” means the U.S. Internal Revenue Service.
 
“Investor Request Certification” has the meaning set forth in Section 4.03 of this Base Indenture.
ANNEX A-25
“Jack in the Box Brand” means the Jack in the Box® name and Trademarks, whether alone or in combination with other words or symbols, and any variations or derivatives of any of the foregoing.
 
“Jack in the Box Eastern Division Company Restaurant IP License” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and Jack in the Box Eastern Division L.P., as licensee, as amended, supplemented or otherwise modified from time to time.
 
“Jack in the Box Foundation IP License” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and Jack in the Box Foundation, as licensee, as amended, supplemented or otherwise modified from time to time.
 
“Jack in the Box Inc.” means Jack in the Box Inc., a Delaware corporation, and its successors and assigns.
 
“Jack in the Box Inc. Company Restaurant IP License” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and Jack in the Box Inc., as licensee, as amended, supplemented or otherwise modified from time to time.
 
“Jack in the Box System” means the system of restaurants operating under the Jack in the Box Brand.
 
“JIB Back-to-Back Lease Obligations” means amounts payable by JIB Properties to third-party landlords under Securitized JIB Back-to-Back Leases.
 
“JIB Back-to-Back Lease Obligations Advance” means an advance to fund any JIB Back-to-Back Lease Obligations, in the event sufficient funds are not available in the applicable Concentration Account, to the extent that the Manager reasonably expects to be reimbursed for such advances from the proceeds of future Franchisee Back-to-Back Sublease Payments, it being agreed that any such advances will not constitute Manager Advances.
 
“JIB Mobile Apps” means all consumer-facing Jack in the Box Brand mobile applications, whether the rights thereunder are contributed to the Franchisor on the Closing Date or acquired by the Franchisor following the Closing Date.
 
“JIB Properties” means Jack in the Box Properties, LLC, a Delaware limited liability company.
 
“JIB Properties Company Restaurant IP License” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and JIB Properties, as licensee, as amended, supplemented or otherwise modified from time to time.
 
“JIB Properties Company Restaurant IP License Fee” means the licensing fees payable by JIB Properties under the JIB Properties Company Restaurant IP License.
 
“JIB Stored Value Cards IP License” means the IP License Agreement, dated as of the Closing Date, by and between the Franchisor, as licensor, and JIB Stored Value Cards, LLC, as licensee, as amended, supplemented or otherwise modified from time to time.
 
“KBRA” means Kroll Bond Rating Agency, Inc.LLC (and any successor or successors thereto).
ANNEX A-26
“L/C Provider” means, with respect to any Series of Class A-1 Notes, the party identified as the “L/C Provider” or the “L/C Issuing Bank”, as the context requires, in the applicable Variable Funding Note Purchase Agreement.
 
“Lease Reserve Amount” has the meaning set forth in Section 5.11(a)(iv)(E)  of this Base Indenture.
 
“Legacy Account” means, on or after the date that any Class or Series of Notes issued pursuant to thethis Base Indenture is no longer Outstanding, any account maintained by the Trustee to which funds have been allocated in accordance with the Priority of Payments for the payment of interest, fees or other amounts in respect of such Class or Series of Notes.
 
“Letter of Credit Reimbursement Agreement” means (i) the Series 2019-1 Class A-1 Note Letter of Credit Reimbursement Agreement, dated as of the Closing Date, by and among Jack in the Box Inc., the Manager and the Master Issuer, as amended, supplemented or otherwise modified from time to time and (ii) any additional or replacement letter of credit reimbursement agreement entered into on substantially the same terms or otherwise with the consent of the Control Party.
 
“Licensed Securitization IP” means (a) the portion of the Closing Date Securitization IP that is held or used by Jack in the Box Inc., Jack in the Box Eastern Division L.P., the Holding Company Guarantor, the Master Issuer, JIB Properties, Jack in the Box Foundation or JIB Stored Value Cards, LLC as of the Closing Date pursuant to a license or similar arrangement; and (b) the portion of After-Acquired Securitization IP that, after the Closing Date, is or will be held or used by such parties pursuant to a license or similar arrangement.
 
“Licensee-Developed IP” means all Intellectual Property (other than Excluded IP) created, developed, authored, acquired or owned by or on behalf of any licensee under any IP License Agreement or Franchise Agreement related to (i) the Jack in the Box Brand, (ii) products or services sold or distributed under the Jack in the Box Brand, (iii)  Branded Restaurants, (iv) the Jack in the Box System, (v) the Securitized Franchised Restaurant Business or (vi) the Securitized Company Restaurant Business, and all goodwill appurtenant thereto, including, without limitation, all Improvements to any Securitization IP.
 
“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person which secures payment or performance of any obligation, and will include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or lessor, or other security interest of any kind, whether arising under a security agreement, mortgage, lease, deed of trust, chattel mortgage, assignment, pledge, retention or security title, financing or similar statement, or arising as a matter of law, judicial process or otherwise.
 
“Liquidation Fees” has the meaning set forth in the Servicing Agreement.
 
“Majority of Controlling Class Members” means, (x) except as set forth in clause (y), with respect to the Controlling Class Members (or, if specified, any subset thereof) and as of any day of determination, Controlling Class Members that hold in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A‑1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes) or any beneficial interest therein as of such day of determination (excluding any Notes or beneficial interests in Notes held by any Securitization Entity or any Affiliate of any Securitization Entity) and (y) with respect to the election of a Controlling Class Representative, Controlling Class Members that hold beneficial interests in excess of 50% of the sum of (i) the Class A-1 Notes Voting Amount with respect to each Series of Class A-1 Notes of the Controlling Class and (ii) the Outstanding Principal Amount of each Series of Notes of the Controlling Class (other than Class A-1 Notes) or any beneficial interest therein, in each case, that are Outstanding as of the CCR Voting Record Date and with respect to which votes were submitted by the applicable deadline for voting (which may be less than the Outstanding Principal Amount of Notes of the Controlling Class as of the CCR Voting Record Date).
ANNEX A-27
“Majority of Senior Noteholders” means Senior Noteholders holding in excess of 50% of the sum of (i) the Class A‑1 Notes Voting Amount with respect to each Series of Class A‑1 Notes Outstanding and (ii) the Outstanding Principal Amount of each Series of Senior Notes other than Class A‑1 Notes (excluding any Senior Notes or beneficial interests in Senior Notes held by any Securitization Entity or any Affiliate of any Securitization Entity).
 
“Managed Document” means any contract, agreement, arrangement or undertaking relating to any of the Securitized Assets, including, but not limited to, the Contribution Agreements, the Securitized Franchise Agreements, the Securitized Development Agreements, the Securitized Franchisee Notes, the Securitized Leases and the IP License Agreements.
 
“Management Accounts” has the meaning set forth in Section 5.02(a) of this Base Indenture.
 
“Management Agreement” means the Management Agreement, dated as of the Closing Date, by and among the Securitization Entities, the Trustee and the Manager, as amended, supplemented or otherwise modified from time to time.
 
“Management Fee” has the meaning set forth in the Management Agreement.
 
“Manager” means Jack in the Box Inc., as Manager, under the Management Agreement or any successor thereto.
 
“Manager Advances” has the meaning set forth in the Management Agreement.
 
 “Manager IP License” license of Intellectual Property granted by the Franchisor to the Manager pursuant to the Management Agreement.
 
“Manager Termination Event” means the occurrence of an event specified in Section 6.1 of the Management Agreement.
 
“Manager-Developed IP” means all Intellectual Property (other than Excluded IP) created, developed, authored, acquired or owned by or on behalf of the Manager related to or intended to be used by (i) the Jack in the Box Brand, (ii) products or services sold or distributed under the Jack in the Box Brand, (iii) Branded Restaurants, (iv) the Jack in the Box System, (v) the Securitized Franchised Restaurant Business or (vi) the Securitized Company Restaurant Business, including without limitation all Improvements to any Securitization IP.
 
“Managing Standard” has the meaning set forth in the Management Agreement.
 
“Master Issuer” means Jack in the Box Funding, LLC, a Delaware limited liability company, and its successors and assigns.
 
“Material Adverse Effect” means
 
(a)          with respect to the Manager, a material adverse effect on (i) its results of operations, business, properties or financial condition, taken as a whole, (ii) its ability to conduct its business or to perform in any material respect its obligations under the Management Agreement or any other Related Document, (iii) the Collateral, taken as a whole, or (iv) the ability of the Securitization Entities to perform in any material respect their obligations under the Related Documents;
ANNEX A-28
(b)          with respect to the Collateral, a material adverse effect with respect to the Collateral taken as a whole, the enforceability of the terms thereof, the likelihood of the payment of the amounts required with respect thereto in accordance with the terms thereof, the value thereof, the ownership thereof by the Securitization Entities (as applicable) or the Lien of the Trustee thereon;
 
(c)          with respect to the Securitization Entities, a materially adverse effect on the results of operations, business, properties or financial condition of the Securitization Entities, taken as a whole, or the ability of the Securitization Entities, taken as a whole, to conduct their business or to perform in any material respect their obligations under the Related Documents; or
 
(d)          with respect to any Person or matter, a material impairment to the rights of or benefits available to, taken as a whole, the Securitization Entities, the Trustee, or the Holders under any Related Document or the enforceability of any material provision of any Related Document;
 
provided that where “Material Adverse Effect” is used without specific reference, such term will have the meaning set forth in clauses (a) through (d), as the context may require.
 
“Materials of Environmental Concern” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products (virgin or unused), polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity and any other materials or substances of any kind, whether or not any such material or substance is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could reasonably be expected to give rise to liability under any Environmental Law.
 
“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.
 
“Mortgage Preparation Event” means the earlier to occur of (i) the failure of the Master Issuer to maintain a DSCR of at least 1.75x as calculated on any Quarterly Calculation Date or (ii) a Rapid Amortization Event that has not been waived.
 
“Mortgage Preparation Fees” means any reasonable expenses incurred by the Master Issuer, the Manager or the Servicer, in connection with the preparation of any Mortgages as required by thethis Base Indenture.
 
“Mortgage Recordation Event” means the occurrence of the first Business Day in a Rapid Amortization Period that is at least sixty (60) days following a Mortgage Preparation Event.
 
“Mortgage Recordation Fees” means any fees, taxes or other amounts required to be paid to any applicable Governmental Authority, or any reasonable expenses incurred by the Trustee, in connection with the recording of any Mortgages as required by thethis Base Indenture.
 
“Mortgages” means the mortgages (including assignments of leases and rents for any lease, in each case, in connection with such mortgages), substantially in the form of Exhibit J to thethis Base Indenture (or otherwise in form reasonably acceptable to the Control Party and the Trustee and in recordable form).
 
“Multiemployer Plan” means any Pension Plan that is a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.
 
“Net Back-to-Back Franchisee Lease Payments” means net profit from the Securitized Back-to-Back Franchisee Lease Arrangements (if any) which equals to the amount of Franchisee Back-to-Back Sublease Payments minus the amount of the JIB Back-to-Back Lease Obligations.
ANNEX A-29
“Net Cash Flow” means, except as described in the definition of “DSCR” for the first four (4) Quarterly Calculation Dates, with respect to any Quarterly Payment Date and the immediately preceding Quarterly Collection Period, the positive difference, if any, of:
 
(a)          the Retained Collections for such Quarterly Collection Period; minus
 
(b)          the amount (without duplication) equal to the sum of (i) the Securitization Operating Expenses paid on each Weekly Allocation Date with respect to such Quarterly Collection Period pursuant to priority (v) of the Priority of Payments, (ii) the Weekly Management Fees and Supplemental Management Fees paid on each Weekly Allocation Date to the Manager with respect to such Quarterly Collection Period, (iii) the Servicing Fees, Liquidation Fees, and Workout Fees paid to the Servicer on each Weekly Allocation Date with respect to such Quarterly Collection Period; and (iv) the amount of Class A‑1 Notes Administrative Expenses paid on each Weekly Allocation Date with respect to such Quarterly Collection Period; minus
 
(c)          the amount, if any, by which equity contributions included in such Retained Collections exceeds the relevant amount of Retained Collections Contributions permitted to be included in Net Cash Flow pursuant to Section 5.17 of this Base Indenture;
 
provided that funds released from the Cash Trap Reserve Account, the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account shall not constitute Retained Collections for purposes of this definition.
 
“New Asset” means a New Securitized Company Restaurant, New Securitized Franchise Agreement, a New Securitized Development Agreement, New Real Estate Asset or New Securitized Franchisee Note or any other Securitized Asset contributed to, or otherwise entered into, acquired or created by, the Securitization Entities after the Closing Date or any other asset(s) reasonably related to, incidental to, or useful in the judgment of the Manager in accordance with the Managing Standard, in connection with any of the foregoing.
 
“New Real Estate Assets” means, collectively, (i) the New Securitized Owned Real Property and (ii) the New Securitized Leases.
 
“New Securitized Back-to-Back Franchisee Lease Arrangements” means lease arrangements for certain Franchised Restaurants comprised of (i) New Securitized JIB Back-to-Back Leases and (ii) New Securitized Franchisee Back-to-Back Subleases which are collectively contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date.
 
 “New Securitized Company Restaurant Third-Party Leases” means leases for certain Securitized Company Restaurants under which JIB Properties will act as lessee under leases with third-party landlords, which are contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date.
 
“New Securitized Company Restaurants” means a Company Restaurant acquired or opened by a Securitization Entity after the Closing Date.
 
“New Securitized Development Agreements” means all Development Agreements and related guaranty agreements contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date.
 
“New Securitized Franchise Agreements” means all Franchise Agreements and related guaranty agreements contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date, in its capacity as franchisor for Branded Restaurants (including all renewals for Contributed Securitized Franchised Restaurants).
ANNEX A-30
“New Securitized Franchised Restaurants” means Franchised Restaurants that are franchised pursuant to Franchise Agreements contributed to a Securitization Entity after the Closing Date.
 
“New Securitized Franchisee Back-to-Back Subleases” means for certain Franchised Restaurants, leases under which JIB Properties (or another Securitization Entity) leases to a Franchisee a property in which JIB Properties (or such Securitization Entity) acquires rights to such property as lessee through a lease with a third-party landlord (or a landlord that is a Non-Securitization Entity, if such lease is on arm’s length terms) that are contributed to, or otherwise entered into or acquired by, a Securitization Entity after the Closing Date.
 
“New Securitized Franchisee Notes” means all Franchisee Notes and related guaranty and collateral agreements contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date.
 
 “New Securitized JIB Back-to-Back Lease” means for certain Franchised Restaurants, leases under which JIB Properties acquires rights to a property as lessee from a third-party landlord (or a landlord that is a Non-Securitization Entity, if such lease is on arm’s length terms) and in turn leases that property to a Franchisee that are contributed to, or otherwise entered into or acquired by, a Securitization Entity after the Closing Date.
 
“New Securitized Leases” means Securitized Leases, contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date.
 
 “New Securitized Owned Real Property” means real property (including the land, buildings and fixtures) that is (i) acquired in fee after the Closing Date by a Securitization Entity or (ii) acquired in fee after the Closing Date by a Non-Securitization Entity and contributed to, or otherwise acquired by, a Securitization Entity pursuant to a contribution agreement in form and substance reasonably acceptable to the Trustee.
 
“New Securitized Owned-Property Franchisee Leases” means leases for certain Franchised Restaurants under which the real property is owned by JIB Properties, a Franchisee will act as lessee and JIB Properties will act as lessor, which are , contributed to, or otherwise entered into or acquired by, a Securitization Entity following the Closing Date.
 
“New Series Pro Forma DSCR” means, at any time of determination and with respect to the issuance of any Additional Notes, the ratio calculated by dividing (i) the Net Cash Flow over the four immediately preceding Quarterly Collection Periods most recently ended by (ii) the Debt Service due during such period, in each case on a pro forma basis, calculated as if (a) such Additional Notes had been outstanding and any assets acquired with the proceeds of such Additional Notes had been acquired at the commencement of such period, and (b) any Notes that have been paid, prepaid or repurchased and cancelled during such period, or any Notes that will be paid, prepaid or repurchased and cancelled using the proceeds of such issuance, were so paid, prepaid or repurchased and cancelled as of the commencement of such period.
 
“New York UCC” has the meaning set forth in Section 5.09(b) of this Base Indenture.
ANNEX A-31
“Non-Branded Restaurant Lease Payments” means lease payments payable by a third party (that does not operate a Branded Restaurant) to JIB Properties under Non-Branded Restaurant Leases.
 
“Non-Branded Restaurant Leases” means leases for properties that are not operated as Branded Restaurants where (a) the real property is owned by JIB Properties, a third party (that does not operate a Branded Restaurant) is the lessee and JIB Properties is the lessor or (b) JIB Properties (or another Securitization Entity) leases to a third-party (that does not operate a Branded Restaurant) a property in which JIB Properties (or such Securitization Entity) acquires rights to such property as lessee through a lease with a third-party landlord (or a landlord that is a Non-Securitization Entity, if such lease is on arm’s length terms).
 
“Nonrecoverable Advance” means any portion of an Advance previously made and not previously reimbursed, or proposed to be made, which, together with any then-outstanding Advances, and the interest accrued or that would reasonably be expected to accrue thereon, in accordance with the Servicing Standard, in the case of the Servicer, or in the reasonable and good faith judgment of, in the Servicer orcase of the Trustee, as applicable, would not be ultimately recoverable from subsequent payments or collections from any funds on deposit in the Collection Account or funds reasonably expected to be deposited in the Collection Account following such date of determination, giving due consideration to allocations and disbursements of funds in such accounts and the limited assets of the Securitization Entities.
 
“Non-Securitization Entity” means Jack in the Box Inc. and each of its Affiliates (including each of their Subsidiaries, but excluding any Securitization Entity) now existing or hereafter created.
 
“Non-Securitization Entity Company Restaurants” means Branded Restaurants owned and operated by Non-Securitization Entities that either (1) cannot be contributed on the Closing Date due to contractual restrictions, legal requirements or other unforeseen circumstances or (2) may be temporarily held by Non-Securitization Entities in order to refranchise them.
 
“Non-Securitization Entity Lease Payments” means lease payments payable by Non-Securitization Entities to JIB Properties under Non-Securitization Entity Leases.
 
“Non-Securitization Entity Leases” means leases for certain Non-Securitization Entity Company Restaurants where the real property is owned or leased by JIB Properties, a Non-Securitization Entity is the lessee and JIB Properties is the lessor.
 
“Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency that holds such Book-Entry Note, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency).
 
“Note Owner Certificate” has the meaning set forth in Section 11.05(b) of this Base Indenture.
 
“Note Rate” means, with respect to any Series or any Class, Subclass or Tranche of any Series of Notes, the annual rate at which interest (other than contingent additional interest) accrues on the Notes of such Series or such Class, Subclass or Tranche of such Series of Notes (or the formula on the basis of which such rate will be determined) as stated in the Series Supplement for such Series.
 
“Note Register” means the register maintained pursuant to Section 2.05(a) of this Base Indenture, providing for the registration of the Notes and transfers and exchanges thereof, subject to such reasonable regulations as the Master Issuer may prescribe.
 
“Noteholder” means the Person in whose name a Note is registered in the Note Register.
 
“Noteholder Materials” has the meaning set forth in Section 4.03 of this Base Indenture.
ANNEX A-32
“Notes” has the meaning set forth in the recitals to thethis Base Indenture.
 
“Notes Discharge Date” means, with respect to any Class or Series of Notes, the first date on which such Class or Series of Notes is no longer Outstanding.
 
“Obligations” means (a) all principal, interest and premium, if any, at any time and from time to time, owing by the Master Issuer on the Notes or owing by the Guarantors pursuant to the Guarantee and Collateral Agreement, (b) the payment and performance of all other obligations, covenants and liabilities of the Master Issuer or the Guarantors arising under any of the Indenture, the Notes, any other Indenture Document or, the Servicing Agreement or the Back-Up Management Agreement or of the Guarantors under the Guarantee and Collateral Agreement and (c) the obligation of the Master Issuer to pay to the Trustee all fees and expenses payable to the Trustee under the Indenture and the other Related Documents to which it is a party when due and payable as provided in the Indenture and all Mortgage Preparation Fees and Mortgage Recordation Fees when due and payable as provided in the Indenture.
 
“Officer’s Certificate” means a certificate signed by an Authorized Officer of the party delivering such certificate.
 
“Omitted Payable Sums Certification” means a written certification submitted by the Servicer to the Manager, the Trustee and the Back-Up Manager based upon the Weekly Manager’s Certificate delivered by the Manager for the next Weekly Allocation Date and reflecting solely such changes as are necessary to reflect the inclusion of such Manager Omitted Payable Sums then due in their prior priorities in the Priority of Payments, and upon which the Trustee may conclusively rely, whereupon the Trustee shall allocate amounts pursuant to the Priority of Payments in accordance with such Omitted Payable Sums Certification on such next Weekly Allocation Date.
 
“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee and the Control Party, which may include one or more reliance letters.  The counsel may be an employee of, or counsel to, the Securitization Entities, Jack in the Box Inc., the Manager (if not Jack in the Box Inc.) or the Back-Up Manager, as the case may be.
 
“Optional Prepayment” has the meaning set forth in Section 5.13(o) of this Base Indenture.
 
“Outstanding” means, with respect to the Notes, as of any time, all of the Notes of any one or more Series, as the case may be, theretofore authenticated and delivered (or registered for Uncertificated Notes) under the Indenture except:
 
(i)          Notes theretofore canceled (or de-registered) by the Registrar or delivered to the Registrar for cancellation (or de-registration for Uncertificated Notes);
 
 (ii)          Notes, or portions thereof, for whose payment or redemption funds in the necessary amount have been theretofore irrevocably deposited with the Trustee in trust for the Noteholders of such Notes pursuant to the Indenture; provided that, if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefore reasonably satisfactory to the Trustee has been made;
 
(iii)          each Tranche of Notes that have been defeased in accordance with thethis Base Indenture;
 
(iv)          Notes in exchange for, or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture, unless proof reasonably satisfactory to the Trustee is presented that any such Notes are held by a Holder in due course or protected purchaser; and
ANNEX A-33
 (v)          Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Notes have been issued as provided in the Indenture;
 
provided that, (A) in determining whether the Noteholders of the requisite Outstanding Principal Amount have given any request, demand, authorization, direction, notice, consent, waiver or vote under the Indenture, the following Notes shall be disregarded and deemed not to be Outstanding:  (x) Notes owned by the Securitization Entities or any other obligor upon the Notes or any Affiliate of any of them and (y) Notes held in any accounts with respect to which the Manager or any Affiliate thereof exercises discretionary voting authority; provided, further, that in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or vote, only Notes as described under clause (x) or (y) above that a Trust Officer actually knows to be so owned shall be so disregarded; and (B) Notes owned in the manner indicated in clause (x) or (y) above that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not a Securitization Entity or any other obligor or the Manager, an Affiliate thereof, or an account for which the Manager or an Affiliate of the Manager exercises discretionary voting authority.
 
“Outstanding Principal Amount” means, with respect to each Series, Class and Tranche of Notes Outstanding, the amount calculated in accordance with the Series Supplement for such Series, Class, Tranche or Variable Funding Note Purchase Agreement, which amount with respect to any Series of Class A-1 Notes may include outstanding amounts under swingline or letter of credit subfacilities thereunder.
 
“Owned Securitization IP” means (a) the portion of the Closing Date Securitization IP that is owned by any Non-Securitization Entity as of the Closing Date immediately prior to giving effect to the Contribution Agreements; and (b) the portion of the After-Acquired Securitization IP that, after the Closing Date, will be owned by the Franchisor.
 
“Pass-Through Amounts” has the meaning set forth in the definition of “Collateral”.
 
“Patents” means all patents (including, during the term of the patent, the inventions claimed thereunder), patent disclosures, industrial designs, inventions (whether or not patentable or reduced to practice), invention disclosures, and applications, divisions, continuations, continuations-in-part, provisionals, reexaminations and reissues for any of the foregoing.
 
“Paying Agent” has the meaning set forth in Section 2.05(a) of this Base Indenture.
 
“PBGC” means the Pension Benefit Guaranty Corporation established under Section 4002 of ERISA.
 
“Pension Plan” means any “employee pension benefit plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA and to which any company in the same Controlled Group as the Master Issuer has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.
 
“Permitted Asset Dispositions” has the meaning set forth in Section 8.16 of this Base Indenture.
ANNEX A-34
“Permitted Lien” means (a) Liens for (i) Taxes, assessments or other governmental charges not delinquent or (ii) Taxes, assessments or other charges being contested in good faith and by appropriate proceedings and with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP, (b) all Liens created or permitted under the Related Documents in favor of the Trustee for the benefit of the Secured Parties, (c) Liens existing on the Closing Date, which shall be released on such date, provided that Intellectual Property recordations of Liens need not have been terminated of record on the Closing Date so long as such Intellectual Property recordations of Liens are terminated of record within sixty (60) days of the Closing Date, (d) encumbrances in the nature of (i) a lessor’s fee interest, (ii) zoning, building code and similar laws or rights reserved or vested in any Governmental Authority to control or regulate the use of any real property, (iii) easements, rights-of-way, covenants, restrictions, leases, subleases and other title matters whether or not shown by the public records, (iv) overlaps, encroachments and any matters not of record which would be disclosed by an accurate survey or a personal inspection of the property, (v) conditions, encroachments, protrusions and other similar charges and encumbrances and minor defects in title and survey affecting real property which, in each case (as described in clauses (d)(i) through (v) above), individually or in the aggregate, do not have a Material Adverse Effect and (vi) the interest of a lessee or sublessee in property leased or subleased to a Franchisee or other third party under a Non-Branded Restaurant Lease, (e) in the case of any interest in real estate consisting of a Securitized Company Restaurant Third-Party Lease, (i) the terms of the applicable Securitized Company Restaurant Third-Party Lease, (ii) Liens affecting the underlying fee interest in the real estate and/or any of the property of the lessor grantor under the applicable lease (including, without limitation, any mortgages on the landlord’s fee interest in the leased real estate) and (iii) Liens with respect to which the Securitized Company Restaurant Third-Party Lease has priority, (f) deposits or pledges made (i) in connection with casualty insurance maintained in accordance with the Related Documents, (ii) to secure the performance of bids, tenders, contracts or leases  (iii) to secure statutory obligations or surety or appeal bonds or (iv) to secure indemnity, performance or other similar bonds in the ordinary course of business of any Securitization Entity, (g) statutory or common law Liens of landlords, lessors, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business, in each case securing obligations (i) that are not yet due and payable or not overdue for more than forty-five (45) days from the date of creation thereof or (ii) being contested in good faith by any Securitization Entity in appropriate proceedings (so long as such Securitization Entity shall, in accordance with GAAP, have set aside on its books adequate reserves with respect thereto), (h) restrictions under federal, state or foreign securities laws on the transfer of securities, (i) any Liens arising under law or pursuant to documentation governing permitted accounts in connection with the Securitization Entities’ cash management system (including credit card and processing arrangements), (j) defects of title, survey defects, easements, rights-of-way, covenants, restrictions and other similar charges or encumbrances with respect to each real property, which (1) do not constitute Permitted Liens under any other clause of this definition and (2) neither have nor would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (k) Liens arising from judgment, decrees or attachments in circumstances not constituting an Event of Default, (l) Liens arising in connection with any Capitalized Lease Obligations, sale-leaseback transaction or in connection with any Indebtedness, in each case that is permitted under the Indenture, (m) Liens not securing Indebtedness that attach to any Collateral in an aggregate outstanding amount not exceeding $20,000,000 at any time, (n) Liens on Collateral that has been pledged pursuant to a Variable Funding Note Purchase Agreement with respect to letters of credit issued thereunder, and (o) any encumbrance on Securitization IP created by entering into (i) any non-exclusive licenses of Securitization IP under the IP License Agreements (including to the Manager in connection with the performance of its Services under the Management Agreement) and (ii) non-exclusive licenses of Securitization IP granted in the ordinary course of business that (A) when effected on behalf of any Securitization Entity by the Manager would not constitute a breach by the Manager of the Management Agreement and (B) would not reasonably be expected to materially and adversely impact the Securitization IP (taken as a whole).
 
“Person” means an individual, corporation (including a business trust), partnership, limited liability partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.
ANNEX A-35
“Post-ARD Contingent Interest” means any Senior Notes Quarterly Post-ARD Contingent Interest Amount, Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount and Subordinated Notes Quarterly Post-ARD Contingent Interest Amount.
 
“Post-ARD Rapid Amortization Cure Period” has the meaning set forth in Section 9.01(b) of this Base Indenture.
 
“Post-Default Capped Trustee Expenses” has the meaning set forth in the definition of “Post-Default Capped Trustee Expenses Amount.”
 
“Post-Default Capped Trustee Expenses Amount” means an amount equal to the lesser of (a) all reasonable expenses payable by the Master Issuer to the Trustee pursuant to the Indenture (excluding Mortgage Recordation Fees) after the occurrence and during the continuation of an Event of Default in connection with any obligations of the Trustee in connection with such Event of Default that are in excess of the Capped Securitization Operating Expense Amount (“Post-Default Capped Trustee Expenses”) and (b) the amount by which (i) $100,000 exceeds (ii) the aggregate amount of Post-Default Capped Trustee Expenses previously paid on each Weekly Allocation Date that occurred in the annual period (measured from the Closing Date to the anniversary thereof and from each anniversary thereof to the next succeeding anniversary thereof) in which such Weekly Allocation Date occurs.  For the avoidance of doubt, Mortgage Recordation Fees will not be considered Trustee expenses for purposes of determining the Post-Default Capped Trustee Expenses Amount.
 
“Potential Manager Termination Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Manager Termination Event.
 
“Potential Rapid Amortization Event” means any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Rapid Amortization Event; provided that any occurrence or event which, with the giving of notice, the passage of time or both, would constitute a Rapid Amortization Event as described in clause (b) of the definition of Rapid Amortization Event, shall not constitute a Potential Rapid Amortization Event.
 
“Prime Rate” means the greater of (a) two percent (2%) per annum and (b) the rate of interest publicly announced from time to time by a commercial bank mutually agreed upon by the Manager and the Servicer as its reference rate, base rate or prime rate.
 
“Principal Release Amount” means, with respect to any Series and any Quarterly Payment Date on which the related Series Non-Amortization Test is satisfied in accordance with the Series Supplement for such Series, all or part of the amounts allocated with respect to such Scheduled Principal Payment to the applicable Collection Account Administrative Account pursuant to the Priority of Payments during the immediately preceding Quarterly Collection Period which the Master Issuer does not elect to make as a Scheduled Principal Payment with respect to such Series on such Quarterly Payment Date.
 
“Principal Terms” has the meaning set forth in Section 2.03(s) of this Base Indenture.
 
“Priority of Payments” means the allocation and payment obligations described in Section 5.12 and Section 5.13 of this Base Indenture as supplemented by the allocation and payment obligations with respect to each Series of Notes described in each Series Supplement.
 
“pro forma event” has the meaning set forth in Section 14.18(a) of this Base Indenture.
 
“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.
 
“Proceeds” has the meaning specified in Section 9-102(a)(64) of the applicable UCC.
ANNEX A-36
“PTO” means the U.S. Patent and Trademark Office and any successor U.S. federal office.
 
“Qualified Institution” means a depository institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities that at all times has the Required Rating and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.
 
“Qualified Trust Institution” means an institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities that at all times (i) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (ii) has capital, surplus and undivided profits of not less than $250,000,000 as set forth in its most recent published annual report of condition and (iii) has a long term deposits rating of not less than “Baa1” by Moody’s and “BBB+” by S&P.
 
“Qualifying Real Estate Transaction” means a transaction involving an acquisition of a real property (i) on which a Branded Restaurant is located, (ii) which was not purported to be owned by or transferred to JIB Properties (or any other Securitization Entity) on or prior to the Closing Date and (iii) that is disposed of within fifteen (15) months of acquiring such real property.
 
“Quarterly Calculation Date” means the date two (2) Business Days prior to each Quarterly Payment Date.  Any reference to a Quarterly Calculation Date relating to a Quarterly Payment Date means the Quarterly Calculation Date occurring in the same calendar month as the Quarterly Payment Date and any reference to a Quarterly Calculation Date relating to a Quarterly Collection Period means the Quarterly Collection Period most recently ended on or prior to the related Quarterly Payment Date.
 
“Quarterly Collection Period” means (i) in the case of the initial Quarterly Collection Period, the period from the Cut-Off Date to and including September 29, 2019 and (ii) for each Quarterly Collection Period thereafter, the period commencing on and including the first day of a Quarterly Fiscal Period and ending on but excluding the first day of the immediately following Quarterly Fiscal Period.
 
“Quarterly Compliance Certificate” has the meaning set forth in Section 4.01(c) of this Base Indenture.
 
“Quarterly Fiscal Period” means the following quarterly fiscal periods of the Securitization Entities: (a) with respect to each of the Securitization Entities’ 52-week fiscal years, one 16-week quarter followed by three 12-week quarters of the Securitization Entities and (b) with respect to each of the Securitization Entities’ 53-week fiscal years, one 16-week quarter followed by two 12‑week quarters followed by one 13-week quarter.  The last day of the fourth Quarterly Fiscal Period of each fiscal year of the Securitization Entities is the Sunday that is closest to September 30.  References to “weeks” mean the Securitization Entities’ fiscal weeks, which commence on and include each Monday of a week and end on but exclude Monday of the following week.
 
“Quarterly Noteholders’ Report” means, with respect to any Series of Notes, a statement substantially in the form of an Exhibit C to the Series Supplement for such Series, including the Manager’s statement specified in such exhibit.
 
“Quarterly Payment Date” means, unless otherwise specified in any Series Supplement for the related Series of Notes, the twenty-fifth (25th) day of each of February, May, August and November, or if such date is not a Business Day, the next succeeding Business Day, commencing on the Payment Date in November 2019.  Any reference to a Quarterly Collection Period relating to a Quarterly Payment Date means the Quarterly Collection Period most recently ended prior to such Quarterly Payment Date, and any reference to an Interest Accrual Period relating to a Quarterly Payment Date means the Interest Accrual Period most recently ended prior to such Quarterly Payment Date.
ANNEX A-37
“Quarterly Reallocation Event” has the meaning set forth in Section 5.13(p) of this Base Indenture.
 
“Rapid Amortization Event” has the meaning set forth in Section 9.01 of this Base Indenture.
 
“Rapid Amortization Period” means the period commencing on the date on which a Rapid Amortization Event occurs and ending on the earlier to occur of the waiver of the occurrence of such Rapid Amortization Event in accordance with Section 9.07 of this Base Indenture and the date on which there are no Notes Outstanding.
 
“Rating Agency” means each rating agency identified in the applicable Series Supplement.
 
“Rating Agency Condition” means, with respect to any Outstanding Series of Notes and any event or action to be taken or proposed to be taken requiring satisfaction of the Rating Agency Condition in the Indenture or in any other Related Document, a condition that is satisfied if the Manager has notified the Master Issuer, the Servicer and the Trustee in writing that the Manager has provided each Rating Agency and the Servicer with a written notification setting forth in reasonable detail such event or action and has actively solicited (by written request and by request via email and telephone) a Rating Agency Confirmation from each Rating Agency, and each Rating Agency has either provided the Manager with a Rating Agency Confirmation with respect to such event or action or informed the Manager that it declines to review such event or action; provided that:
 
(i)          except in connection with (x) the issuance of Additional Notes, as to which the conditions of clause (ii) below will apply in all cases and (y) a Rating Agency Confirmation from KBRA with respect to any event or action to be taken or proposed to be taken (other than the issuance of Additional Notes), as to which the conditions of clause (iii) below will apply in all cases, the Rating Agency Condition in respect of any Rating Agency will be required to be satisfied in connection with any such event or action only if the Manager determines in its sole discretion that the policies of such Rating Agency permit it to deliver such Rating Agency Confirmation; and
 
(ii)          the Rating Agency Condition will not be required to be satisfied in respect of any Rating Agency if the Manager provides an Officer’s Certificate (along with copies of all written requests for such Rating Agency Confirmation and copies of all related email correspondence) to the Master Issuer, the Servicer and the Trustee certifying that:
 
(a)          the Manager has not received any response from such Rating Agency after the Manager has repeated such active solicitation (by request via telephone and by email) on or about the tenth (10th) Business Day and the fifteenth (15th) Business Day following the date of delivery of the initial solicitation;
 
(b)          the Manager has no reason to believe that such event or action would result in such Rating Agency withdrawing its credit ratings on such Outstanding Series of Notes or assigning credit ratings on such Outstanding Series of Notes below the lower of (1) the then-current credit ratings on such Outstanding Series of Notes or (2) the initial credit ratings assigned to such Outstanding Series of Notes by such Rating Agency (in each case, without negative implications); and
 
(c)          solely in connection with any issuance of Additional Notes, either:
 
(1)          at least one (1) Rating Agency has provided a Rating Agency Confirmation; or
ANNEX A-38
(2)          each Rating Agency has rated the Additional Notes no lower than the lower of (x) the then-current credit rating assigned by such Rating Agency or (y) the initial credit rating assigned by such Rating Agency (in each case, without negative implications) to each Outstanding Series of Notes ranking on the same priority as the Additional Notes, or, if no Outstanding Series of Notes ranks on the same priority as such Additional Notes, the Control Party shall have provided its written consent to the issuance of such Additional Notes;
 
provided, that in the case of clause (c), a Rating Agency Confirmation of S&P will be required for each Series of Notes then rated by S&P at the time of such issuance of Additional Notes (other than any Series of Notes that will be repaid in full from the proceeds of issuance of the Additional Notes or otherwise on the applicable Series Closing Date for such Additional Notes).
 
(iii)          the Rating Agency Condition will not be required to be satisfied in respect of KBRA (except in connection with the issuance of Additional Notes, as to which the conditions in clause (iii)(C) will apply) if the Managers provide an Officers' Certificate (along with copies of all written notices for such Rating Agency Confirmation) to the Master Issuer, the Servicer and the Trustee certifying that the Managers have notified KBRA at least ten (10) Business Days prior to taking such event or action to be taken or proposed to be taken.
 
“Rating Agency Confirmation” means, with respect to any Outstanding Series of Notes, a confirmation from each Rating Agency that a proposed event or action will not result in (i) a withdrawal of its credit ratings on such Outstanding Series of Notes or (ii) the assignment of credit ratings on such Outstanding Series of Notes below the lower of (A) the then-current credit ratings on such Outstanding Series of Notes or (B) the initial credit ratings assigned to such Outstanding Series of Notes by such Rating Agency (in each case, without negative implications).
 
“Rating Agency Notification” means, with respect to any prospective action or occurrence, a written notification to each Rating Agency for each Series of Notes Outstanding setting forth in reasonable detail such action or occurrence.
 
“Real Estate Assets” means the Contributed Real Estate Assets and the New Real Estate Assets.
 
“Record Date” means, with respect to any Quarterly Payment Date, the close of business on the last Business Day of the calendar month immediately preceding the calendar month in which such Quarterly Payment Date occurs; provided that, with respect to any redemption or Optional Prepayment, the Record Date for such redemption or Optional Prepayment, will be the Business Day prior to the date of such redemption or Optional Prepayment.
 
“Refranchising Asset Disposition” has the meaning set forth in Section 8.16(p) of this Base Indenture.
 
“Registrar” has the meaning set forth in Section 2.05(a) of this Base Indenture.
 
“Related Documents” means the Indenture, the Notes, the Guarantee and Collateral Agreement, each Account Control Agreement, any Mortgages, the Management Agreement, the Servicing Agreement, the Back-Up Management Agreement, any Series Hedge Agreement, the Contribution Agreements, any agreement pursuant to which New Assets are contributed to the Securitization Entities, any Variable Funding Note Purchase Agreement, each other note purchase agreement pursuant to which Notes are purchased, the IP License Agreements, any Enhancement Agreement, the Charter Documents, each Letter of Credit Reimbursement Agreement and any additional document identified as a “Related Document” in the Series Supplement for any Series of Notes Outstanding and any other material agreements entered into, pursuant to the foregoing documents.
ANNEX A-39
“Reportable Event” means any “reportable event” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Single Employer Plan (other than an event for which the 30-day notice period is waived).
 
“Required Balance” means, with respect to any Weekly Collection Period, the product of (1) the percentage set forth in the table below for each Weekly Collection Period for the specific length of the Fiscal Quarter and (2) with respect to (a) the Senior Notes Interest Payment Account, the sum, for each Interest Accrual Period, of (x) the Class A-1 Quarterly Commitment Fee Amounts and (y) the Senior Notes Quarterly Interest Amount, (b) the Senior Subordinated Notes Interest Payment Account, the Senior Subordinated Notes Accrued Quarterly Interest Amount, (c) the Subordinated Notes Interest Payment Account, the Subordinated Notes Accrued Quarterly Interest Amount, (d) the Senior Notes Principal Payment Account, the Senior Notes Quarterly Scheduled Principal Amounts, (e) the Senior Subordinated Notes Principal Payment Account, the Senior Subordinated Quarterly Scheduled Principal Amounts, (f) the Subordinated Notes Principal Payment Account, the Subordinated Quarterly Scheduled Principal Amounts and (g) the Senior Notes Post-ARD Contingent Interest Account, the Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount.
 
 
Length of Fiscal Quarter
Week
12-week quarter
13-week quarter
16-week quarter
1
–
–
–
2
–
–
–
3
–
–
–
4
45%
45%
–
5
45%
45%
–
6
45%
45%
45%
7
80%
80%
45%
8
80%
80%
45%
9
100%
100%
45%
10
100%
100%
80%
11
100%
100%
80%
12
100%
100%
80%
13
N/A
100%
100%
14
N/A
N/A
100%
15
N/A
N/A
100%
16
N/A
N/A
100%

 
“Required Rating” means (i) a short-term certificate of deposit rating from S&P of at least “A-2” and (ii) a long-term unsecured debt rating of not less than “BBB-” by S&P.
 
“Requirements of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, limited liability company agreement, partnership agreement or other organizational or governing documents of such Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to, or binding upon, such Person or any of its property or to which such Person or any of its property is subject, whether federal, state, local or foreign (including, without limitation, usury laws, the Federal Truth in Lending Act, state franchise laws and retail installment sales acts).
 
“Residual Amount” means for any Weekly Allocation Date with respect to any Quarterly Collection Period the amount, if any, by which the amount allocated to the Collection Account on such Weekly Allocation Date exceeds the sum of the amounts to be paid and/or allocated on such Weekly Allocation Date pursuant to priorities (i) through (xxix) of the Priority of Payments.
ANNEX A-40
“Restaurant Operating Expenses” means, collectively, (i) operating expenses that are incurred by or allocated, in accordance with the Managing Standard, to Securitized Company Restaurants in the ordinary course of business relating to the operation of Securitized Company Restaurants, such as the cost of goods sold (including vendor rebates), labor (including wages, incentive compensation, workers’ compensation-related expenses and other labor-related expenses for employees in respect of Securitized Company Restaurants), repair and maintenance expenses to the extent not capitalized, insurance (including self-insurance), marketing, administration, information technology fees and similar fees allocable to such Securitized Company Restaurants (including, without limitation, fees for services that are similarly charged to Franchisees), litigation and settlement costs relating to the Securitized Assets and other restaurant operating costs included in cost of sales, (ii) payments pursuant to Securitized Company Restaurant Third-Party Leases and (iii) Pass-Through Amounts.
 
“Retained Collections” means, with respect to any specified period of time, the amount equal to (A) the sum of (i) Collections (other than Securitized Company Restaurant Collections and Franchisee Back-to-Back Sublease Payments) received over such period plus, without duplication, (ii) Four-Week Fiscal Period Estimated Securitized Company Restaurant Profits Amounts plus, without duplication, (iii) Four-Week Fiscal Period Securitized Company Restaurant Profits True-up Amounts plus, without duplication (iv) Net Back-to-Back Franchisee Lease Payments and Company Synthetic Lease Payments for the Four-Week Fiscal Period most recently ended minus (B) without duplication, the Excluded Amounts (to the extent such amounts are included in clauses (i) through (iii)) over such period.  Funds released from the Cash Trap Reserve Account shall not constitute Retained Collections for purposes of this definition.
 
“Retained Collections Contribution” means, with respect to any Quarterly Collection Period, an equity contribution made to the Master Issuer, at any time prior to the Series Legal Final Maturity Date with respect the last Series of Notes Outstanding, to be included in Net Cash Flow in accordance with Section 5.17 of this Base Indenture, which for all purposes of the Related Documents, except as otherwise specified therein, will be treated as Retained Collections received during such Quarterly Collection Period; provided that any Retained Collections Contribution made will be excluded from Net Cash Flow for purposes of calculations undertaken in the following circumstances: (i) the New Series Pro Forma DSCR or (ii) compliance with the applicable Series Non-Amortization Test.
 
“Rule 144A” means Rule 144A under the 1933 Act.
 
“S&P” means S&P Global Ratings (and any successor or successors thereto).
 
“Scheduled Principal Payments” means, with respect to each Series or any Class of any Series of Notes, each payment scheduled to be made pursuant to the Series Supplement for such Series that reduces the amount of principal Outstanding with respect to such Series or Class on a periodic basis that is identified as “Scheduled Principal Payments” in the Series Supplement for such Series.
 
“Scheduled Principal Payments Deficiency Event” means, with respect to any Quarterly Collection Period, as of the last Weekly Allocation Date with respect to such Quarterly Collection Period, the occurrence of the following event:  the amount of funds on deposit in the Senior Notes Principal Payment Account after the last Weekly Allocation Date with respect to such Quarterly Collection Period is less than the aggregate amount of Senior Notes Quarterly Scheduled Principal Amounts due and payable on all such Senior Notes for the next succeeding Quarterly Payment Date.
 
“Scheduled Principal Payments Deficiency Notice” has the meaning set forth in Section 4.01(d) of this Base Indenture.
 
“SEC” means the United States Securities and Exchange Commission.
ANNEX A-41
“Secured Parties” means the Trustee, for the benefit of (i) itself, (ii) the Noteholders, (iii) the Servicer, (iv) the Control Party, (v) the Manager, (vi) the Back-Up Manager, (vii) each Hedge Counterparty, if any, and (viii) the Enhancement Provider, if any, together with their respective successors and assigns.
 
“Securities Intermediary” has the meaning set forth in Section 5.09(a) of this Base Indenture.
 
“Securitization Entities” means, collectively, the Master Issuer and the Guarantors, and each Subsidiary thereof (including any Additional Securitization Entity).
 
“Securitization IP” means, collectively, the Owned Securitization IP and the Licensed Securitization IP; except that (i) “Securitization IP” will not include, solely for purposes of the licenses granted under the IP License Agreements, any rights to use licensed third-party Intellectual Property to the extent that such rights are not sublicensable without the consent of or any payment to such third party, or any other action by the licensee thereof, unless such consent has been obtained or payment has been made; and (ii) as used in the Related Documents, the terms “owns,” “holds,” and similar terms mean, with regard to Owned Securitization IP, the holding of legal title, and with regard to Licensed Securitization IP, the holding of valid rights to use under a license or similar arrangement.
 
“Securitization Operating Expense Account” has the meaning set forth in Section 5.07(a)(xi) of this Base Indenture.
 
“Securitization Operating Expenses” means all expenses incurred by the Securitization Entities and payable to third parties in connection with the maintenance and operation of the Securitization Entities and the transactions contemplated by the Related Documents to which they are a party (other than those paid for from the Concentration Accounts or Securitized Company Restaurant Accounts), including (i) accrued and unpaid Taxes (other than federal, state, local and foreign Taxes based on income, profits or capital, including franchise, excise, withholding or similar Taxes), filing fees and registration fees payable by and attributable to the Securitization Entities to any federal, state, local or foreign Governmental Authority; (ii) fees and expenses payable to (A) the Trustee under the Indenture or the other Related Documents to which it is a party (excluding Mortgage Recordation Fees), (B) the Back-Up Manager as Back-Up Manager Fees and, on and after the Springing Amendments Implementation Date, Back-Up Manager Consent Consultation Fees (to the extent not paid upon the closing of any Consent Request or proposed Advance (or if there is otherwise no closing with respect to any such Consent Request and/or such proposed Advance is not made)), as applicable, (C) each Rating Agency, (D) independent certified public accountants (including, for the avoidance of doubt, any incremental auditor costs) or external legal counsel, (E) any stock exchange on which the Notes may be listed and (F) the Controlling Class Representative for out-of-pocket expenses incurred acting in such capacity; (iii) the indemnification obligations of the Securitization Entities under the Related Documents to which they are a party (including any interest thereon at the Advance Interest Rate, if applicable); and (iv) independent director and independent manager fees.  Mortgage Preparation Fees and Mortgage Recordation Fees shall not be Securitization Operating Expenses.
 
“Securitized Assets” means all assets owned by the Securitization Entities, including but not limited to the Collateral and the Real Estate Assets.
 
“Securitized Back-to-Back Franchisee Lease Arrangements” means, collectively, the Contributed Securitized Back-to-Back Franchisee Lease Arrangements and the New Securitized Back-to-Back Franchisee Lease Arrangements.
 
“Securitized Company Restaurant Accounts” has the meaning set forth in Section 5.02(a)(i) of this Base Indenture.
ANNEX A-42
“Securitized Company Restaurant Assets” means the supplies, furniture and equipment associated with owning and operating the Securitized Company Restaurants, such as furnishings, cooking equipment, cooking supplies and computer equipment.
 
“Securitized Company Restaurant Business” means the business of owning and operating the Securitized Company Restaurants and the provision of ancillary goods and services in connection therewith.
 
“Securitized Company Restaurant Collections” means cash revenues, credit card and debit card proceeds (including value card redemption amounts, but excluding proceeds of the initial sale of value cards) generated by Securitized Company Restaurants.
 
 “Securitized Company Restaurant Third-Party Leases” means, collectively, the Contributed Securitized Company Restaurant Third-Party Leases and the New Securitized Company Restaurant Third-Party Leases.
 
“Securitized Company Restaurant Working Capital Reserve Amount” means, as of any date of determination, an amount determined by the Manager to be retained in a Securitized Company Restaurant Account for working capital expenses not to exceed in the aggregate for all Securitized Company Restaurant Accounts the greater of (i) $5,000,000 and (ii) 10% of the aggregate Retained Collections for the preceding four (4) Quarterly Collection Periods; provided that amounts transferred by the Master Issuer to a Securitized Company Restaurant Account from the Residual Amount will not be included in such calculation.
 
“Securitized Company Restaurants” means, collectively, the Contributed Securitized Company Restaurants and the New Securitized Company Restaurants.
 
“Securitized Development Agreements” means, collectively, the Contributed Securitized Development Agreements and the New Securitized Development Agreements.
 
“Securitized Franchise Agreements” means, collectively, the Contributed Securitized Franchise Agreements and the New Securitized Franchise Agreements.
 
“Securitized Franchise Assets” means, with respect to the Franchisor, (A) the Securitized Franchisee Notes and all Securitized Franchisee Note Payments thereon and (B)(i) the Contributed Securitized Franchise Agreements and all Securitized Franchisee Payments thereon; (ii) the Contributed Securitized Development Agreements and all Securitized Franchisee Payments thereon; (iii) the New Securitized Franchise Agreements and all Securitized Franchisee Payments thereon; (iv) the New Securitized Development Agreements and all Securitized Franchisee Payments thereon; (v) all rights to enter into New Securitized Franchise Agreements and New Securitized Development Agreements; (vi) any and all other property of every nature, now or hereafter transferred, mortgaged, pledged, or assigned as security for payment or performance of any obligation of the Franchisees or other Persons, as applicable, to the Franchisor under the Securitized Franchise Agreements or the Securitized Development Agreements and all guarantees of such obligations and the rights evidenced by or reflected in the Securitized Franchise Agreements or the Securitized Development Agreements; and (vii) all payments, proceeds and accrued and future rights to payment on the items described in clauses (i) through (vi) of this definition.
 
“Securitized Franchise Documents” means all Securitized Franchise Agreements (including master franchise agreements and related service or license agreements), Securitized Development Agreements and agreements related thereto, together with any modifications, amendments, extensions or replacements of the foregoing.
ANNEX A-43
“Securitized Franchised Restaurant Business” means the business of franchising or licensing Branded Restaurants located in the United States.
 
“Securitized Franchised Restaurants” means, collectively, the Contributed Securitized Franchised Restaurants and the New Securitized Franchised Restaurants.
 
“Securitized Franchisee Back-to-Back Subleases” means, collectively, the Contributed Securitized Franchisee Back-to-Back Subleases and the New Securitized Franchisee Back-to-Back Subleases.
 
“Securitized Franchisee Note Payments” means all amounts payable to a Securitization Entity by a Franchisee pursuant to a Securitized Franchisee Note.
 
“Securitized Franchisee Notes” means, collectively, the Contributed Securitized Franchisee Notes and the New Securitized Franchisee Notes.
 
“Securitized Franchisee Payments” means all amounts payable to a Securitization Entity by Franchisees pursuant to the Franchise Documents other than Excluded Amounts, which may be excluded from the term at the option of the Manager.
 
“Securitized JIB Back-to-Back Leases” means, collectively, the Contributed Securitized JIB Back-to-Back Leases and the New Securitized JIB Back-to-Back Leases.
 
“Securitized Leases” means, collectively, the Securitized Company Restaurant Third-Party Leases, the Securitized JIB Back-to-Back Leases, the Securitized Franchisee Back-to-Back Subleases, the Securitized Owned-Property Franchisee Leases, the Non-Branded Restaurant Leases and the Non-Securitization Entity Leases.
 
“Securitized Owned Real Property” means collectively, the Contributed Securitized Owned Real Property and the New Securitized Owned Real Property.
 
“Securitized Owned-Property Franchisee Lease Payments” means lease payments payable by Franchisees to JIB Properties under Securitized Owned-Property Franchisee Leases.
 
“Securitized Owned-Property Franchisee Leases” means, collectively, the Contributed Securitized Owned-Property Franchisee Leases and the New Securitized Owned-Property Franchisee Leases.
 
“Securitized Restaurant Business” means, collectively, the Securitized Company Restaurant Business and the Securitized Franchised Restaurant Business.
 
“Securitized Restaurants” means, collectively, the Securitized Company Restaurants and the Securitized Franchised Restaurants.
 
“Senior ABS Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) the aggregate Outstanding Principal Amount of each Series of Senior Notes Outstanding  assuming the amounts available under each Class A-1 Note at such time (after giving effect to any commitment reductions on such date) are fully drawn) as of the end of the most recently ended Quarterly Fiscal Period less (ii) the sum of (x) the cash and Eligible Investments of the Securitization Entities credited to the Senior Notes Interest Reserve Account, the Cash Trap Reserve Account and the Franchisor Capital Accounts as of the end of the most recently ended Quarterly Fiscal Period,  and (y) the available amount of the Interest Reserve Letter of Credit with respect to the Senior Notes as of the end of the most recently ended Quarterly Collection Period to (b) the sum of the Net Cash Flow for the preceding four (4) Quarterly Collection Periods most recently ended as of such date and for which financial statements have been prepared. The Senior ABS Leverage Ratio shall be calculated in accordance with Section 14.18(b) of this Base Indenture.
 
“Senior Noteholder” means any Holder of Senior Notes of any Series.
ANNEX A-44
“Senior Notes” or “Class A Notes” means the issuance of Notes under the Indenture by the Master Issuer that by its terms (through its alphabetical designation as “Class A” pursuant to the Series Supplement applicable to such Indebtedness) is senior in the right to receive interest and principal on such Notes to the right to receive interest and principal on any Subordinated Notes.
 
“Senior Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Senior Notes Outstanding, the amount identified as “Senior Notes Accrued Quarterly Interest Amount” in the Series Supplement for such Series.
 
“Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Senior Notes Outstanding, the amount identified as “Senior Notes Accrued Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.
 
“Senior Notes Accrued Quarterly Scheduled Principal Amount” means with respect to each Weekly Allocation Date, and with respect to all Senior Notes Outstanding, the aggregate amounts identified as the “Senior Notes Accrued Quarterly Scheduled Principal Amount” in each Series Supplement for such Series.
 
“Senior Notes Interest Payment Account” has the meaning set forth in Section 5.07(a)(i) of this Base Indenture.
 
“Senior Notes Interest Reserve Account” means account no. 1220600 entitled “Citibank, N.A. f/b/o Different Rules, LLC, Senior Notes Interest Reserve Account”, which account is maintained by the Trustee pursuant to Section 5.03 of this Base Indenture or any successor securities account maintained pursuant to Section 5.03 of this Base Indenture.
 
“Senior Notes Interest Reserve Account Deficiency Amount” means, as of any date of determination the excess, if any, of the Senior Notes Interest Reserve Amount over the sum of (a) the amount on deposit in the Senior Notes Interest Reserve Account and (b) the amount available under any Interest Reserve Letter of Credit relating to the Senior Notes.
 
“Senior Notes Interest Reserve Amount” means, with respect to any Quarterly Payment Date (and any Weekly Allocation Date related thereto), an amount equal to the Senior Notes Quarterly Interest Amount due on the next Quarterly Payment Date (assuming (i) that amounts available under each Variable Funding Note Purchase Agreement at such time (after giving effect to any commitment reductions and corresponding principal payments on such date) are fully drawn and (ii) the rate on each Class A-1 Note is equivalent to the rate on a Class A-2 Note with the shortest time until its Series Anticipated Repayment Date); provided that, with respect to the first Interest Accrual Period following the Closing Date, the Senior Notes Interest Reserve Amount will be an amount equal to the Initial Senior Notes Interest Reserve Amount.
 
“Senior Notes Post-ARD Contingent Interest Account” has the meaning set forth in Section 5.07(a)(viii) of this Base Indenture
 
“Senior Notes Principal Payment Account” has the meaning set forth in Section 5.07(a)(v) of this Base Indenture.
 
“Senior Notes Quarterly Interest Amount” means for each Quarterly Payment Date, with respect to each Class of Senior Notes Outstanding, the aggregate amounts identified as the “Senior Notes Quarterly Interest Amount” in the Series Supplement for such Series.
 
“Senior Notes Quarterly Interest Shortfall Amount” has the meaning set forth in Section 5.13(a)(iii) of this Base Indenture.
ANNEX A-45
“Senior Notes Quarterly Post-ARD Contingent Interest Amount” means for each Quarterly Payment Date, with respect to each Class of Senior Notes Outstanding, the amounts identified as “Senior Notes Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.
 
“Senior Notes Quarterly Scheduled Principal Amounts” means, with respect to each Class of Senior Notes Outstanding, each Scheduled Principal Payment with respect to such Class of Senior Notes.
 
“Senior Notes Quarterly Scheduled Principal Deficiency Amount” means with respect to each Weekly Allocation Date, and with respect to all Senior Notes Outstanding, the aggregate amounts identified as the “Senior Notes Quarterly Scheduled Principal Deficiency Amount” in each Series Supplement for such Series.
 
“Senior Subordinated Noteholder” means any Holder of Senior Subordinated Notes of any Series.
 
“Senior Subordinated Notes” means any issuance of Notes under the Indenture by the Master Issuer that are part of a Class with an alphanumerical designation that contains any letter from “B” through “L” of the alphabet, together with all Subclasses or Tranches thereof.
 
“Senior Subordinated Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Senior Subordinated Notes Outstanding, the amount identified as the “Senior Subordinated Notes Accrued Quarterly Interest Amount” in the Series Supplement for such Series.
 
“Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Senior Subordinated Notes Outstanding, the amount identified as the “Senior Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.
 
“Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount” means, with respect to each Weekly Allocation Date, and with respect to all Senior Subordinated Notes Outstanding, the aggregate amounts identified as the “Senior Subordinated Notes Accrued Quarterly Scheduled Principal Amount” in each Series Supplement for such Series.
 
“Senior Subordinated Notes Interest Payment Account” has the meaning set forth in Section 5.07(a)(ii) of this Base Indenture.
 
“Senior Subordinated Notes Interest Reserve Account” means an account entitled “Citibank, N.A. f/b/o Jack in the Box Funding, LLC, Senior Subordinated Notes Interest Reserve Account” maintained by the Trustee pursuant to Section 5.04(a) of this Base Indenture or any successor securities account maintained pursuant to Section 5.04(a) of this Base Indenture.
 
“Senior Subordinated Notes Interest Reserve Account Deficiency Amount” means, as of any date of determination, the excess, if any, of the Senior Subordinated Notes Interest Reserve Amount over the sum of (a) the amount on deposit in the Senior Subordinated Notes Interest Reserve Account and (b) the amount available under any Interest Reserve Letter of Credit relating to the Senior Subordinated Notes.
 
“Senior Subordinated Notes Interest Reserve Amount” means, with respect to any Quarterly Payment Date (and any Weekly Allocation Date related thereto), an amount equal to the Senior Subordinated Notes Quarterly Interest Amount due on the next Quarterly Payment Date.
 
“Senior Subordinated Notes Post-ARD Contingent Interest Account” has the meaning set forth in Section 5.07(a)(ix) of this Base Indenture.
ANNEX A-46
“Senior Subordinated Notes Principal Payment Account” has the meaning set forth in Section 5.07(a)(vi) of this Base Indenture.
 
“Senior Subordinated Notes Quarterly Interest Amount” means, for each Quarterly Payment Date, with respect to each Class of Senior Subordinated Notes Outstanding, the aggregate amounts identified as the “Senior Subordinated Notes Quarterly Interest Amount” in the Series Supplement for such Series.
 
“Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount” means, for each Quarterly Payment Date, with respect to each Class of Senior Subordinated Notes Outstanding, the amounts identified as “Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.
 
“Senior Subordinated Notes Quarterly Scheduled Principal Amounts” means, with respect to each Class of Senior Subordinated Notes Outstanding, each Scheduled Principal Payment with respect to such Class of Senior Subordinated Notes.
 
“Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount” means with respect to each Weekly Allocation Date, and with respect to all Senior Subordinated Notes Outstanding, the aggregate amounts identified as the “Senior Subordinated Notes Quarterly Scheduled Principal Deficiency Amount” in each Series Supplement for such Series.
 
“Series Account” means any account or accounts established pursuant to a Series Supplement for the benefit of a Series of Notes (or any Class thereof).
 
“Series Anticipated Repayment Date” means, with respect to any Series of Notes, Class, Subclass or Tranche thereunder, the “Anticipated Repayment Date” as set forth in the related Series Supplement, which will be the Series Anticipated Repayment Date for such Series of Notes, Class, Subclass or Tranche thereunder, as adjusted pursuant to the terms of the Series Supplement for such Series.
 
“Series Closing Date” means, with respect to any Series of Notes, the date of issuance of such Series of Notes, as specified in the Series Supplement for such Series.
 
“Series Defeasance Date” has the meaning set forth in Section 12.01(c) of this Base Indenture.
 
“Series Distribution Account” means, with respect to any Series of Notes or any Class of any Series of Notes, an account established to receive distributions to be paid to the Noteholders of such Class or such Series of Notes pursuant to the Series Supplement for such Series.
 
“Series Hedge Agreement” means, with respect to any Series of Notes, the relevant Swap Contract, if any, described in the Series Supplement for such Series.
 
“Series Hedge Payment Amount” means all amounts payable by the Master Issuer under a Series Hedge Agreement including any termination payment payable by the Master Issuer.
 
“Series Hedge Receipts” means all amounts received by the Securitization Entities under a Series Hedge Agreement.
 
“Series Legal Final Maturity Date” means, with respect to any Series, the “Legal Final Maturity Date” set forth in the related Series Supplement.
 
“Series Non-Amortization Test” means, with respect to any Series or Class of Notes, the test specified in the Series Supplement for such Series or, if not specified therein, means a test that will be satisfied on any Quarterly Payment Date only if both (a) the Holdco Leverage Ratio is less than or equal to 5.00x as calculated on the Quarterly Calculation Date immediately preceding such Quarterly Payment Date and (b) no Rapid Amortization Event has occurred and is continuing.
ANNEX A-47
“Series Obligations” means, with respect to a Series of Notes, (a) all principal, interest, premiums, make-whole payments and Series Hedge Payment Amounts, at any time and from time to time, owing by the Master Issuer on such Series of Notes or owing by the Guarantors pursuant to the Guarantee and Collateral Agreement on such Series of Notes and (b) the payment and performance of all other obligations, covenants and liabilities of the Master Issuer or the Guarantors arising under the Indenture, the Notes or any other Indenture Document, in each case, solely with respect to such Series of Notes.
 
“Series of Notes” or “Series” means each series of Notes issued and authenticated (or registered in the case of Uncertificated Notes) pursuant to thethis Base Indenture and the applicable Series Supplement.
 
“Series Supplement” means a supplement to thethis Base Indenture in conjunction with the issuance of a Series of Notes complying (to the extent applicable) with the terms of Section 2.03 of this Base Indenture.
 
“Servicer” means Midland Loan Services, a division of PNC Bank, National Association, as servicer under the Servicing Agreement, and any successor thereto.
 
“Servicer Termination Event” has the meaning set forth in the Servicing Agreement.
 
“Services” has the meaning set forth in the Management Agreement.
 
“Servicing Agreement” means the Servicing Agreement, dated as of the Closing Date, by and among the Master Issuer, the other Securitization Entities party thereto, the Manager, the Servicer and the Trustee, as amended, supplemented or otherwise modified from time to time.
 
“Servicing Fees” has the meaning set forth in the Servicing Agreement.
 
“Servicing Standard” has the meaning set forth in the Servicing Agreement.
 
“Single Employer Plan” means any Pension Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.
 
“Software” has the meaning set forth in the definition of “Intellectual Property.”
 
“Specified Bankruptcy Opinion Provisions” means the provisions contained in the legal opinion(s) delivered in connection with the issuance of each Series of Notes relating to the non-substantive consolidation of the Securitization Entities with Jack in the Box Inc.
 
“Specified Indenture Trust Accounts” shall mean the Senior Notes Interest Payment Account, the Class A-1 Notes Commitment Fees Account, the Senior Subordinated Notes Interest Payment Account, the Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Principal Payment Account, the Senior Notes Post-ARD Contingent Interest Account, the Senior Subordinated Notes Post-ARD Contingent Interest Account, the Subordinated Notes Post-ARD Contingent Interest Account, the Hedge Payment Account and the Cash Trap Reserve Account.
 
“Springing Amendments Implementation Date” means the first date upon which all of the Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II and the Series 2019-1 4.970% Fixed Rate Senior Secured Notes, Class A-2-III are no longer Outstanding.
 
“Subclass” means, with respect to any Class of any Series of Notes, any one of the subclasses of Notes of such Class as specified in the Series Supplement for such Series.
ANNEX A-48
“Subordinated Notes” means any issuance of Notes under the Indenture by the Master Issuer that are part of a Class with an alphanumerical designation that contains any letter from “M” through “Z” of the alphabet, together with all Subclasses or Tranches thereof.
 
“Subordinated Notes Accrued Quarterly Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Subordinated Notes Outstanding, the amount identified as the “Subordinated Notes Accrued Quarterly Interest Amount” in the Series Supplement for such Series.
 
“Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount” means, for each Weekly Allocation Date with respect to a Quarterly Collection Period, and with respect to any Subordinated Notes Outstanding, the amount identified as the “Subordinated Notes Accrued Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.
 
“Subordinated Notes Accrued Quarterly Scheduled Principal Amount” means, with respect to each Weekly Allocation Date, and with respect to all Subordinated Notes Outstanding, the aggregate amounts identified as the “Subordinated Notes Accrued Quarterly Scheduled Principal Amount” in each Series Supplement for such Series.
 
“Subordinated Notes Interest Payment Account” has the meaning set forth in Section 5.07(a)(iii) of this Base Indenture.
 
“Subordinated Notes Post-ARD Contingent Interest Account” has the meaning set forth in Section 5.07(a)(x) of this Base Indenture.
 
“Subordinated Notes Principal Payment Account” has the meaning set forth in Section 5.07(a)(vii) of this Base Indenture.
 
“Subordinated Notes Provisions” means, with respect to the issuance of any Series of Notes that includes Subordinated Notes, the terms of such Subordinated Notes will include the following provisions:  (a) if there is an Extension Period in effect with respect to the Senior Notes issued on the Closing Date, the principal of any Subordinated Notes will not be permitted to be repaid out of the Priority of Payments unless such Senior Notes are no longer Outstanding, (b) if the Senior Notes issued on the Closing Date are refinanced on or prior to the Series Anticipated Repayment Date of such Senior Notes and any such Subordinated Notes having a Series Anticipated Repayment Date on or before the Series Anticipated Repayment Date of such Senior Notes are not refinanced on or prior to the Series Anticipated Repayment Date of such Senior Notes, such Subordinated Notes will begin to amortize on the date that the Senior Notes are refinanced pursuant to a Scheduled Principal Payment schedule to be set forth in the Series Supplement for such Series and (c) if the Senior Notes issued on the Closing Date are not refinanced on or prior to the Quarterly Payment Date following the seventh anniversary of the Closing Date, such Subordinated Notes will not be permitted to be refinanced.
 
“Subordinated Notes Quarterly Interest Amount” means for each Quarterly Payment Date, with respect to each Class of Subordinated Notes Outstanding, the aggregate amounts identified as the “Subordinated Notes Quarterly Interest Amount” in the Series Supplement for such Series.
 
“Subordinated Notes Quarterly Interest Shortfall” has the meaning set forth in Section 5.13(f)(iii) of this Base Indenture.
 
“Subordinated Notes Quarterly Post-ARD Contingent Interest Amount” means, for each Quarterly Payment Date, with respect to each Class of Subordinated Notes Outstanding, the amounts identified as “Subordinated Notes Quarterly Post-ARD Contingent Interest Amount” in the Series Supplement for such Series.
ANNEX A-49
“Subordinated Notes Quarterly Scheduled Principal Amounts” means, with respect to each Class of Subordinated Notes Outstanding, each Scheduled Principal Payment with respect to such Class of Subordinated Notes.
 
“Subordinated Notes Quarterly Scheduled Principal Deficiency Amount” means with respect to each Weekly Allocation Date, and with respect to all Subordinated Notes Outstanding, the aggregate amounts identified as “Subordinated Notes Quarterly Scheduled Principal Deficiency Amount” in each Series Supplement for such Series.
 
“Subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or (b) that is, at the time any determination is being made, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
 
“Subsidiary Guarantors” means, collectively, the Franchisor, JIB Properties and the Additional Securitization Entities.
 
“Successor Manager” means any successor to the Manager selectedappointed by the Control Party (at the direction of the Controlling Class Representative) upon the resignation or removal, termination, replacement or resignation of the Manager pursuant to the terms of the Management Agreement.
 
“Successor Manager Transition Expenses” means all costs and expenses incurred by a successor Manager or Interim Successor Manager in connection with the removal, termination, removal and replacement or resignation of the Manager under the Management Agreement.
 
“Successor Servicer Transition Expenses” means all costs and expenses incurred by a successor Servicer in connection with the termination, removal and replacement of the Servicer under the Servicing Agreement.
 
“Supplement” means either a supplement to thethis Base Indenture or a supplement to a Series Supplement, as applicable and in each case, complying (to the extent applicable) with the terms of Article XIII of this Base Indenture.
 
“Supplemental Management Fee” means for each Weekly Allocation Date with respect to any Quarterly Collection Period the amount (if any) by which, with respect to such Quarterly Collection Period, (A) the sum of (i) the expenses incurred or other amounts charged by the Manager (or the Back-Up Manager, as applicable) since the beginning of such Quarterly Collection Period in connection with the performance of the Manager’s (or the Back-Up Manager’s, as applicable) obligations under the Management Agreement, approved in writing by the Control Party acting at the direction of the Controlling Class Representative and (ii) so long as Jack in the Box Inc. (or, if Jack in the Box Inc. is not the taxable parent entity of any Securitization Entity, such other taxable parent entity) is then acting as Manager, any current or projected Tax Payment Deficiency, if applicable, approved in writing by the Control Party (with such approval not to be unreasonably withheld) exceeds (B) the Weekly Management Fees received and to be received by the Manager (or the Back-Up Manager, as applicable) on such Weekly Allocation Date and each preceding Weekly Allocation Date with respect to such Quarterly Collection Period.
ANNEX A-50
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
 
“Systemwide Sales” means, with respect to any Quarterly Calculation Date, Gross Sales (which will be permitted to include estimated Gross Sales of up to 5.0% of the total) of the Franchised Restaurants and Contributed Securitized Company Restaurants for the four (4) Quarterly Fiscal Periods ended immediately prior to such Quarterly Calculation Date.
 
“Tax” means (i) any U.S. federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, environmental, customs duties, capital stock, profits, documentary, property, franchise, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, or other tax of any kind whatsoever, including any interest, penalty, fine, assessment or addition thereto and (ii) any transferee liability in respect of any items described in clause (i) above.
 
“Tax Lien Reserve Amount” means any funds contributed by Jack in the Box Inc. or a Subsidiary thereof to satisfy Liens filed by the IRS pursuant to Section 6323 of the Code against any Securitization Entity.
 
“Tax Opinion” means an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters to be delivered in connection with the issuance of each new Series of Notes (other than Class A-1 Notes except as required under the Variable Funding Note Purchase Agreement) to the effect that, for U.S. federal income tax purposes, (a) the issuance of such new Series of Notes will not affect adversely the U.S. federal income tax characterization of any Series of Notes Outstanding or Class thereof that was (based upon an Opinion of Counsel) treated as debt at the time of their issuance, (b) each Securitization Entity organized in the United States in existence as of the date of the delivery of such opinion (other than any Additional Securitization Entity that is a corporation) (i) will as of the date of issuance be treated as a disregarded entity for U.S. federal income tax purposes and (ii) will not as of the date of issuance be classified as a corporation or as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (c) such new Series of Notes will as of the date of issuance be treated as debt for U.S. federal income tax purposes.
 
“Tax Payment Deficiency” means any Tax liability of Jack in the Box Inc. (or, if Jack in the Box Inc. is not the taxable parent entity of any Securitization Entity, such other taxable parent entity) (including Taxes imposed under U.S. Treasury regulationsRegulations Section 1.1502-6 (or any similar provision of state, local or foreign law)) attributable to the operations of the Securitization Entities that the Manager determines cannot be satisfied by Jack in the Box Inc. (or such other taxable parent entity) from its available funds.
 
“Trade Secrets” has the meaning set forth in the definition of “Intellectual Property.”
 
“Trademarks” means all trademarks, service marks, trade names, trade dress, designs, logos, slogans and other indicia of source or origin, whether registered or unregistered, registrations and pending applications to register the foregoing, internet domain names, and all goodwill of any business connected with the use of or symbolized thereby.
ANNEX A-51
“Tranche” means, with respect to any Class of Notes, any one of the tranches of Notes of such Class as specified in the Series Supplement for such Series.
 
“Trust Officer” means any officer within the corporate trust department of the Trustee, including any Vice President, Assistant Vice President or Assistant Treasurer of the Corporate Trust Office, or any trust officer, or any officer customarily performing functions similar to those performed by the person who at the time will be such officers, in each case having direct responsibility for the administration of this Indenture, and also any officer to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject.
 
“Trustee” means the party named as such in the Indenture until a successor replaces it in accordance with the applicable provisions of the Indenture and thereafter means the successor serving thereunder.  On the Closing Date, the Trustee shall be Citibank, N.A., a national banking association.
 
“Trustee Accounts” has the meaning set forth in Section 5.09(a) of this Base Indenture.
 
“Uncertificated Note” means any Note issued in Uncertificated, fully registered form evidenced by entry in the Note Register.
 
“U.S. Dollars” or “$” refers to lawful money of the United States of America.
 
“UCC” means the Uniform Commercial Code as in effect from time to time in the specified jurisdiction or any applicable jurisdiction, as the case may be.
 
“United States” or “U.S.” means the fifty States of the United States of America, the territories and possessions of the United States of America, and the District of Columbia.
 
“Unrestricted Cash” means as of any date, unrestricted cash and Eligible Investments owned by the Non-Securitization Entities that are not, and are not presently required under the terms of any agreement or other arrangement binding any Non-Securitization Entity on such date to be, (a) pledged to or held in one or more accounts under the control of one or more creditors of any Non-Securitization Entity or (b) otherwise segregated from the general assets of the Non-Securitization Entities, in one or more special accounts or otherwise, for the purpose of securing or providing a source of payment for Indebtedness or other obligations that are or from time to time may be owed to one or more creditors of the Non-Securitization Entities.  It is agreed that cash and Eligible Investments held in ordinary deposit or security accounts and not subject to any existing or contingent restrictions on transfer by any Non-Securitization Entity will not be excluded from Unrestricted Cash by reason of setoff rights or other Liens created by law or by applicable Account Agreements in favor of the depositary institutions or security intermediaries.
 
 “Variable Funding Note Purchase Agreement” means any note purchase agreement entered into by the Master Issuer in connection with the issuance of Class A‑1 Notes that is identified as a “Variable Funding Note Purchase Agreement” in the Series Supplement for such Series.
 
“VFN Noteholders” has the meaning specified in Section 11.05(b) of this Base Indenture.
 
“Warm Back-Up Management Duties” has the meaning set forth in the Back-Up Management Agreement.
 
“Warm Back-Up Management Trigger Event” means the occurrence and continuation of (i) any event that causes a Cash Trapping Period to begin and that continues for at least two (2) consecutive Quarterly Calculation Dates, (ii) a Rapid Amortization Event, in each case, that has not been waived or approved by the Control Party (at the direction of the Controlling Class Representative), provided that any Rapid Amortization Event pursuant to clause (ii) of the definition thereof shall not be a Warm Back-Up Management Trigger Event unless such Rapid Amortization Event has not been cured within six (6) months from the date of such Rapid Amortization Event, (iii) a Potential Rapid Amortization Event for which notice has been delivered, (iv) a Potential Manager Termination Event for which notice has been delivered or (v) an Event of Default and/or a Default for which notice has been delivered.
ANNEX A-52
“Weekly Allocation Date” means the last Business Day of the week following the last day of each Weekly Collection Period, commencing no later than August 2, 2019.
 
“Weekly Allocation Percentage” means with respect to any Weekly Collection Period, the percentages designated by the Master Issuer in the relevant Weekly Manager’s Certificate for such Weekly Collection Period within a Quarterly Fiscal Period, each such percentage to be not less than the percentage required to cause the Required Balance to be on deposit in the Senior Notes Interest Payment Account, the Senior Subordinated Notes Interest Payment Account, the Subordinated Notes Interest Payment Account, the Senior Notes Principal Payment Account, the Senior Subordinated Notes Principal Payment Account, the Subordinated Notes Principal Payment Account or the Senior Notes Post-ARD Contingent Interest Account, as applicable, for such Weekly Collection Period.
 
“Weekly Collection Period” means each weekly period commencing at 4:00 a.m. (local time) on each Monday and ending at 3:59:59 a.m. (local time) on the following Monday, except that the first such period will be from 4:00 a.m. (local time) on the Cut-Off Date to 3:59:59 a.m. (local time) on July 8, 2019..
 
“Weekly Management Fee” has the meaning set forth in the Management Agreement.
 
“Weekly Manager’s Certificate” has the meaning set forth in Section 4.01(a) of this Base Indenture.
 
“Welfare Plan” means any “employee welfare benefit plan” as such term is defined in Section 3(1) of ERISA.
 
“Working Capital Reserve Amount” means, as of any date of determination, an amount determined by the Manager to be retained in a Concentration Account for working capital expenses not to exceed in the aggregate for all Securitized Company Restaurant Accounts the greater of (i) $5,000,000 and (ii) 10% of the aggregate Retained Collections for the preceding four (4) Quarterly Collection Periods; provided that amounts transferred by the Master Issuer to a Concentration Account from the Residual Amount will not be included in such calculation.
 
“Workout Fees” has the meaning set forth in the Servicing Agreement.
 


ANNEX A-53
Exhibit 10.1


EXECUTION COPY
CLASS A-1 NOTE PURCHASE AGREEMENT
(SERIES 2022-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1)
dated as of February 11, 2022
among
JACK IN THE BOX FUNDING, LLC,
as Master Issuer,
JACK IN THE BOX SPV GUARANTOR, LLC,
DIFFERENT RULES, LLC,
JACK IN THE BOX PROPERTIES, LLC,
each as a Guarantor,
JACK IN THE BOX INC.,
as Manager,
CERTAIN CONDUIT INVESTORS,
each as a Conduit Investor,
CERTAIN FINANCIAL INSTITUTIONS,
each as a Committed Note Purchaser,
CERTAIN FUNDING AGENTS,
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as L/C Provider,
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as Swingline Lender,
and
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as Administrative Agent

TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS 
 2
Section 1.01
Definitions
 2
Section 1.02
Defined terms
2
     
ARTICLE II PURCHASE AND SALE OF SERIES 2022-1 CLASS A-1 NOTES
 18
Section 2.01
The Initial Advance Notes
 18
Section 2.02
Advances
 19
Section 2.03
Borrowing Procedures
 20
Section 2.04
The Series 2022-1 Class A-1 Notes
 23
Section 2.05
Reduction in Commitments
 24
Section 2.06
Swingline Commitment
 27
Section 2.07
L/C Commitment
 30
Section 2.08
L/C Reimbursement Obligations
 34
Section 2.09
L/C Participations
 36
     
ARTICLE III INTEREST AND FEES
38
Section 3.01
Interest
 38
Section 3.02
Fees
 40
Section 3.03
Eurodollar Lending Unlawful
 41
Section 3.04
Deposits Unavailable
 41
Section 3.05
Increased Costs, etc.
 41
Section 3.06
Funding Losses
 42
Section 3.07
Increased Capital or Liquidity Costs
 43
Section 3.08
Taxes
 44
Section 3.09
Change of Lending Office
 47

ARTICLE IV OTHER PAYMENT TERMS  51
Section 4.01
Time and Method of Payment (Amounts Distributed by the Administrative Agent)  51
Section 4.02
Order of Distributions (Amounts Distributed by the Trustee or the Paying Agent)
51
Section 4.03
L/C Cash Collateral
 52
Section 4.04 Alternative Arrangements with Respect to Letters of Credit
 53
     
ARTICLE V THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS
 53
Section 5.01
Authorization and Action of the Administrative Agent 53
Section 5.02
Delegation of Duties  54
Section 5.03
Exculpatory Provisions  54
Section 5.04
Reliance  54
Section 5.05
Non-Reliance on the Administrative Agent and Other Purchasers  55
Section 5.06
The Administrative Agent in its Individual Capacity  55

i


Section 5.07
Successor Administrative Agent; Defaulting Administrative Agent  55
Section 5.08
Authorization and Action of Funding Agents
 57
Section 5.09
Delegation of Duties  57
Section 5.10
Exculpatory Provisions
 58
Section 5.11 Reliance
 58
Section 5.12 Non-Reliance on the Funding Agent and Other Purchasers
 58
Section 5.13 The Funding Agent in its Individual Capacity
 59
Section 5.14
Successor Funding Agent
 59

ARTICLE VI REPRESENTATIONS AND WARRANTIES  61
Section 6.01
The Master Issuer and Guarantors  61
Section 6.02
The Manager 63
Section 6.03
 Lender Parties  63
     
ARTICLE VII CONDITIONS
 65
Section 7.01
Conditions to Issuance and Effectiveness 65
Section 7.02
Conditions to Initial Extensions of Credit  65
Section 7.03
Conditions to Each Extension of Credit  66

ARTICLE VIII COVENANTS  67
Section 8.01
Covenants  67
     
ARTICLE IX MISCELLANEOUS PROVISIONS
 69
Section 9.01
Amendments 69
Section 9.02
No Waiver; Remedies  70
Section 9.03
Binding on Successors and Assigns  70
Section 9.04
Survival of Agreement
 71
Section 9.05 Payment of Costs and Expenses; Indemnification
 72
Section 9.06 Characterization as Related Document; Entire Agreement
 75
Section 9.07 Notices
 75
Section 9.08 Severability of Provisions
 75
Section 9.09 Tax Characterization
 76
Section 9.10 No Proceedings; Limited Recourse
 76
Section 9.11 Confidentiality
 77
Section 9.12 GOVERNING LAW; CONFLICTS WITH INDENTURE
 78
Section 9.13 JURISDICTION
 78
Section 9.14 WAIVER OF JURY TRIAL
 78
Section 9.15 Counterparts
 79
Section 9.16 Third-Party Beneficiary
 79
Section 9.17 Assignment
 79
Section 9.18 Defaulting Investors
 81
Section 9.19 No Fiduciary Duties
 84
Section 9.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions
85
Section 9.21 Patriot Act
 86
ii

 
SCHEDULES AND EXHIBITS
SCHEDULE I 
Investor Groups and Commitments
SCHEDULE II
Notice Addresses for Lender Parties, Agents, Master Issuer and Manager
SCHEDULE III
Additional Closing Conditions
SCHEDULE IV
Letters of Credit
 
EXHIBIT A-1
Form of Advance Request
EXHIBIT A-2 Form of Swingline Loan Request
EXHIBIT B
Form of Assignment and Assumption Agreement
EXHIBIT C 
Form of Investor Group Supplement
EXHIBIT D
Form of Purchaser’s Letter



 
 
iii

CLASS A-1 NOTE PURCHASE AGREEMENT
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of February 11, 2022 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
(a) JACK IN THE BOX FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”),
(b) JACK IN THE BOX SPV GUARANTOR, LLC, a Delaware limited liability company, DIFFERENT RULES, LLC, a Delaware limited liability company, and JACK IN THE BOX PROPERTIES, LLC, a Delaware limited liability company (each, a “Guarantor” and, collectively, the “Guarantors”),
(c) JACK IN THE BOX INC., a Delaware corporation, as the manager (the “Manager”),
(d) the several commercial paper conduits listed on Schedule I as Conduit Investors and their respective permitted successors and assigns (each, a “Conduit Investor” and, collectively, the “Conduit Investors”),
(e) the several financial institutions listed on Schedule I as Committed Note Purchasers and their respective permitted successors and assigns (each, a “Committed Note Purchaser” and, collectively, the “Committed Note Purchasers”),
(f) for each Investor Group, the financial institution entitled to act on behalf of the Investor Group set forth opposite the name of such Investor Group on Schedule I as Funding Agent and its permitted successors and assigns (each, the “Funding Agent” with respect to such Investor Group and, collectively, the “Funding Agents”),
(g) COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as L/C Provider,
(h) COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender, and
(i) COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, in its capacity as administrative agent for the Conduit Investors, the Committed Note Purchasers, the Funding Agents, the L/C Provider and the Swingline Lender (together with its permitted successors and assigns in such capacity, the “Administrative Agent”).
BACKGROUND
1. Contemporaneously with the execution and delivery of this Agreement, the Master Issuer and Citibank, N.A., as Trustee, are entering into the Series 2022-1 Supplement, of even date herewith (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Series 2022-1 Supplement”), to the Base Indenture, dated as of July 8, 2019 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture” and, together with the Series 2022-1 Supplement and any other supplement to the Base Indenture, the “Indenture”), by and between the Master Issuer and the Trustee, pursuant to which the Master Issuer will issue the Series 2022-1 Notes (as defined in the Series 2022-1 Supplement), which may be issued in the form of Uncertificated Notes (as defined in the Series 2022-1 Supplement) in accordance with the Indenture.
2. The Master Issuer wishes to (a) issue the Series 2022-1 Class A-1 Advance Notes to each Funding Agent on behalf of the Investors in the related Investor Group, and obtain the agreement of the applicable Investors to make loans from time to time (each, an “Advance” or a “Series 2022-1 Class A-1 Advance” and, collectively, the “Advances” or the “Series 2022-1 Class A-1 Advances”) that will constitute the purchase of Series 2022-1 Class A‑1 Outstanding Principal Amounts on the terms and conditions set forth in this Agreement; (b) issue the Series 2022-1 Class A-1 Swingline Note to the Swingline Lender and obtain the agreement of the Swingline Lender to make Swingline Loans on the terms and conditions set forth in this Agreement; and (c) issue the Series 2022-1 Class A-1 L/C Note to the L/C Provider and obtain the agreement of the L/C Provider to provide Letters of Credit on the terms and conditions set forth in this Agreement. The Series 2022-1 Class A-1 Advance Notes, the Series 2022-1 Class A-1 Swingline Note and the Series 2022-1 Class A-1 L/C Note constitute Series 2022-1 Class A-1 Notes. The Manager has joined in this Agreement to confirm certain representations, warranties and covenants made by it in favor of the Trustee and the Noteholders in the Related Documents for the benefit of each Lender Party.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.  As used in this Agreement and unless the context requires a different meaning, capitalized terms used but not defined herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Series 2022-1 Supplemental Definitions List attached to the Series 2022-1 Supplement as Annex A thereto or in the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto, as applicable. Unless otherwise specified herein, all Article, Exhibit, Section or Subsection references herein shall refer to Articles, Exhibits, Sections or Subsections of this Agreement.
Section 1.02 Defined terms.

“Acquiring Committed Note Purchaser” has the meaning set forth in Section 9.17(a).
“Acquiring Investor Group” has the meaning set forth in Section 9.17(c).
2
“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.
“Administrative Agent Indemnified Parties” has the meaning set forth in Section 9.05(d).
“Advance Request” has the meaning set forth in Section 7.05(d).
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affected Person” has the meaning set forth in Section 3.05.
“Agent Indemnified Liabilities” has the meaning set forth in Section 9.05(c).
“Agent Indemnified Parties” has the meaning set forth in Section 9.05(c).
“Aggregate Unpaids” has the meaning set forth in Section 5.01.
“Anti-Corruption Laws” means the laws, rules, and regulations of the jurisdictions applicable to the Master Issuer or any Guarantor or its subsidiaries from time to time concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended.
“Anti-Terrorism Laws” means any laws, regulations, or orders of any Governmental Authority of the United States, the United Nations, United Kingdom, European Union or the Netherlands relating to terrorism financing or money laundering, including, but not limited to, the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.), the Trading With the Enemy Act (50 U.S.C. § 5 et seq.), the International Security Development and Cooperation Act (22 U.S.C. § 2349aa-9 et seq.), the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”), and any rules or regulations promulgated pursuant to or under the authority of any of the foregoing.
“Applicable Agent Indemnified Liabilities” has the meaning set forth in Section 9.05(d).
“Applicable Agent Indemnified Parties” has the meaning set forth in Section 9.05(d).
“Application” means an application, in such form as the applicable L/C Issuing Bank may specify from time to time, requesting such L/C Issuing Bank to issue a Letter of Credit.
3
“Assignment and Assumption Agreement” has the meaning set forth in Section 9.17(a).
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Eurodollar Interest  Accrual Period” pursuant to Section 3.10.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Base Rate” means, on any day, a rate per annum equal to the sum of (a) (i) the greatest of (A) the Prime Rate in effect on such day, (B) the Federal Funds Rate in effect on such day plus 0.50% and (C) Adjusted Term SOFR for a one-month tenor in effect at such time plus 0.50% plus (b) 1.00%; provided that any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, respectively; provided, further, that changes in any rate of interest calculated by reference to the Base Rate shall take effect simultaneously with each change in the Base Rate; provided, further, that the Base Rate will in no event be higher than the maximum rate permitted by applicable law.
“Base Rate Advance” means an Advance that bears interest at the Base Rate during such time as it bears interest at such rate, as provided in this Agreement.
“Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.10(a).
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“Benchmark Replacement” means with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Master Issuer giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Related Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Master Issuer giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
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For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
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“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Related Document in accordance with Section 3.10 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Related Document in accordance with Section 3.10.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Borrowing” has the meaning set forth in Section 2.02(c).
“Change in Law” means (a) any law, rule or regulation or any change therein or in the interpretation or application thereof (whether or not having the force of law), in each case, adopted, issued or occurring after the Closing Date or (b) any request, guideline or directive (whether or not having the force of law) from any government or political subdivision or agency, authority, bureau, central bank, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not a Governmental Authority) which is responsible for the establishment or interpretation of national or international accounting principles, in each case, whether foreign or domestic (each, an “Official Body”) charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body (whether or not having the force of law) made, issued or occurring after the Closing Date; provided, however, for purposes of this definition, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof.
“Commercial Paper” means, with respect to any Conduit Investor, the promissory notes issued in the commercial paper market by or for the benefit of such Conduit Investor.
“Commitment Amount” means, as to each Committed Note Purchaser, the amount set forth on Schedule I opposite such Committed Note Purchaser’s name as its Commitment Amount or, in the case of a Committed Note Purchaser that becomes a party to this Agreement pursuant to an Assignment and Assumption Agreement or Investor Group Supplement, the amount set forth therein as such Committed Note Purchaser’s Commitment Amount, in each case, as such amount may be (i) reduced pursuant to Section 2.05 or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by such Committed Note Purchaser in accordance with the terms of this Agreement.
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“Commitment Percentage” means, on any date of determination, with respect to any Investor Group, the ratio, expressed as a percentage, which such Investor Group’s Maximum Investor Group Principal Amount bears to the Series 2022-1 Class A-1 Notes Maximum Principal Amount on such date.
“Commitments” means the obligations of each Committed Note Purchaser included in each Investor Group to fund Advances pursuant to Section 2.02(a) and to participate in Swingline Loans and Letters of Credit pursuant to Sections 2.06 and 2.08, respectively, in an aggregate stated amount up to its Commitment Amount.
“Commitment Term” means the period from and including the Closing Date to but excluding the earlier of (a) the Commitment Termination Date and (b) the date on which the Commitments are terminated or reduced to zero in accordance with this Agreement.
“Commitment Termination Date” means the Series 2022-1 Class A-1 Notes Renewal Date (as such date may be extended pursuant to Section 3.06(b) of the Series 2022-1 Supplement).
“Committed Note Purchaser” has the meaning set forth in the preamble.
“Committed Note Purchaser Percentage” means, on any date of determination, with respect to any Committed Note Purchaser in any Investor Group, the ratio, expressed as a percentage, which the Commitment Amount of such Committed Note Purchaser bears to such Investor Group’s Maximum Investor Group Principal Amount on such date.
“Conduit Assignee” means, with respect to any Conduit Investor, any commercial paper conduit whose Commercial Paper is rated by at least two of the Specified Rating Agencies and is rated at least “A-1” from Standard & Poor’s, “P-1” from Moody’s and/or “F1” from Fitch, as applicable, that is administered by the Funding Agent with respect to such Conduit Investor or any Affiliate of such Funding Agent, in each case, designated by such Funding Agent to accept an assignment from such Conduit Investor of the Investor Group Principal Amount or a portion thereof with respect to such Conduit Investor pursuant to Section 9.17(b).
“Conduit Investor” has the meaning set forth in the preamble.
“Confidential Information” has the meaning set forth in Section 9.11.
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“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of Base Rate”, “CP Funding Rate”, “Eurodollar Advance”, “Eurodollar Business Day”, “Term SOFR Reference Rate”, “Eurodollar Interest  Accrual Period” or any similar or analogous definition (or the addition of a concept of “interest period”), “Eurodollar Rate”, “Eurodollar Reserve Percentage”, “Eurodollar Tranche” and “Series 2021-1 Class A-1 Note Rate”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.15 and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Master Issuer, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Related Documents).
“CP Funding Rate” means, with respect to each Conduit Investor, for any day during any Interest Accrual Period, for any portion of the Advances funded or maintained through the issuance of Commercial Paper by such Conduit Investor, the per annum rate equivalent to the weighted average cost (as determined by the related Funding Agent, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit Investor, other borrowings by such Conduit Investor and any other costs associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Investor or its related Funding Agent to fund or maintain such Advances for such Interest Accrual Period (and which may also be allocated in part to the funding of other assets of the Conduit Investor); provided, however, that if any component of any such rate is a discount rate, in calculating the “CP Funding Rate” for such Advances for such Interest Accrual Period, the related Funding Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.
“CP Rate” means, on any day during any Interest Accrual Period, an interest rate per annum equal to the sum of (i) the CP Funding Rate for such Interest Accrual Period plus (ii) 1.50%; provided that the CP Rate will in no event be higher than the maximum rate permitted by applicable law.
“Defaulting Administrative Agent Event” has the meaning set forth in Section 5.07(b).
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“Defaulting Investor” means any Investor that has (a) failed to make a payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eligible Conduit Investor” means, at any time, any Conduit Investor whose Commercial Paper at such time is rated by at least two of the Specified Rating Agencies and is rated at least “A-1” from Standard & Poor’s, “P-1” from Moody’s and/or “F1” from Fitch, as applicable.
“Erroneous Payment” has the meaning assigned to it in Section 5.15(a).
“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 5.15(d).
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 5.15(d).
“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 5.15(d).
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Eurodollar Advance” means an Advance that bears interest at the Eurodollar Rate during such time as it bears interest at such rate, as provided in this Agreement.
“Eurodollar Business Day” means any Business Day on which dealings are also carried on in the London interbank market and banks are open for business in London.
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“Eurodollar Interest Accrual Period” means, with respect to any Eurodollar Advance, the period commencing on and including the Eurodollar Business Day such Advance first becomes a Eurodollar Advance in accordance with Section 3.01(b) and ending on but excluding a date, as elected by the Master Issuer pursuant to such Section 3.01(b), which is (i) one (1) month subsequent to such date, (ii) two (2) months subsequent to such date, (iii) three (3) months subsequent to such date or (iv) six (6) months subsequent to such date; provided, however, that no Eurodollar Interest Accrual Period may end subsequent to the second Business Day before the Quarterly Calculation Date occurring immediately prior to the then-current Series 2022-1 Class A-1 Notes Renewal Date and upon the occurrence and during the continuation of any Rapid Amortization Period or any Event of Default, any Eurodollar Interest Accrual Period with respect to the Eurodollar Advances of all Investor Groups may be terminated at the end of the then-current Eurodollar Interest Accrual Period (or, if the Class A-1 Notes have been accelerated in accordance with Section 9.02 of the Base Indenture, immediately), at the election of the Administrative Agent or Investor Groups holding in the aggregate more than 50% of the Eurodollar Tranche, by notice to the Master Issuer, the Manager, the Control Party and the Funding Agents, and upon such election the Eurodollar Advances in respect of which interest was calculated by reference to such terminated Eurodollar Interest Accrual Period shall be converted to Base Rate Advances.
“Eurodollar Rate” means, on any day during any Eurodollar Interest Accrual Period, an interest rate per annum equal to the sum of (i) the Benchmark for such Eurodollar Interest Accrual Period plus (ii) 1.50%; provided that the Eurodollar Rate will in no event be higher than the maximum rate permitted by applicable law.
“Eurodollar Reserve Percentage” means, for any Eurodollar Interest Accrual Period, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to liabilities or assets constituting “Eurocurrency Liabilities,” as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Eurodollar Interest Accrual Period.
“Eurodollar Tranche” means any portion of the Series 2022-1 Class A-1 Outstanding Principal Amount funded or maintained with Eurodollar Advances.
“FATCA” means (a) Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future Treasury regulations thereunder or official interpretations thereof, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction with the purpose (in either case) of facilitating the implementation of (a) above, or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the U.S. Internal Revenue Service or any other Governmental Authority in the United States.
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“Federal Funds Rate” means, for any specified period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the overnight federal funds rates as published in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or if, for any reason, such rate is not available on any day, the rate determined, in the reasonable opinion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. (Eastern time).
“Floor” means a rate of interest equal to 0.00%.
“F.R.S. Board” means the Board of Governors of the Federal Reserve System.
“Increase” has the meaning set forth in Section 2.01(a) of the Series 2022-1 Supplement.
“Interest Reserve Letter of Credit” means any letter of credit issued hereunder for the benefit of the Trustee and the Senior Noteholders or the Senior Subordinated Noteholders, as applicable.
“Investor” means any one of the Conduit Investors and the Committed Note Purchasers and “Investors” means the Conduit Investors and the Committed Note Purchasers collectively.
“Investor Group” means (i) for each Conduit Investor, collectively, such Conduit Investor, the related Committed Note Purchaser(s) set forth opposite the name of such Conduit Investor on Schedule I (or, if applicable, set forth for such Conduit Investor in the Assignment and Assumption Agreement or Investor Group Supplement pursuant to which such Conduit Investor or Committed Note Purchaser becomes a party thereto), any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2022-1 Class A-1 Noteholder for such Investor Group) and (ii) for each other Committed Note Purchaser that is not related to a Conduit Investor, collectively, such Committed Note Purchaser, any related Program Support Provider(s) and the related Funding Agent (which shall constitute the Series 2022-1 Class A-1 Noteholder for such Investor Group).
“Investor Group Increase Amount” means, with respect to any Investor Group, for any Business Day, the portion of the Increase, if any, actually funded by such Investor Group on such Business Day.
“Investor Group Principal Amount” means, with respect to any Investor Group, (a) when used with respect to the Closing Date, an amount equal to (i) such Investor Group’s Commitment Percentage of the Series 2022-1 Class A-1 Initial Advance Principal Amount, plus (ii) such Investor Group’s Commitment Percentage of the Series 2022-1 Class A-1 Outstanding Subfacility Amount outstanding on the Closing Date, and (b) when used with respect to any other date, an amount equal to (i) the Investor Group Principal Amount with respect to such Investor Group on the immediately preceding Business Day (excluding any Series 2022-1 Class A-1 Outstanding Subfacility Amount included therein), plus (ii) the Investor Group Increase Amount with respect to such Investor Group on such date, minus (iii) the amount of principal payments made to such Investor Group on the Series 2022-1 Class A-1 Advance Notes on such date, plus (iv) such Investor Group’s Commitment Percentage of the Series 2022-1 Class A-1 Outstanding Subfacility Amount outstanding on such date.
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“Investor Group Supplement” has the meaning set forth in Section 9.17(c).
“L/C Commitment” means the obligation of the L/C Provider to provide Letters of Credit pursuant to Section 2.07, in an aggregate Undrawn L/C Face Amount, together with any Unreimbursed L/C Drawings, at any one time outstanding not to exceed $80,000,000, as such amount may be reduced or increased pursuant to Section 2.07(g) or reduced pursuant to Section 2.05(b).
“L/C Issuing Bank” has the meaning set forth in Section 2.07(g).
“L/C Issuing Bank Rating Test” has the meaning set forth in Section 2.07(g).
“L/C Obligations” means, at any time, an amount equal to the sum of (i) any Undrawn L/C Face Amounts outstanding at such time and (ii) any Unreimbursed L/C Drawings outstanding at such time.
“L/C Other Reimbursement Costs” has the meaning set forth in Section 2.08(a).
“L/C Provider” means Rabobank, in its capacity as provider of any Letter of Credit under this Agreement, and its permitted successors and assigns in such capacity.
“L/C Quarterly Fees” has the meaning set forth in Section 2.07(d).
“L/C Reimbursement Amount” has the meaning set forth in Section 2.08(a).
“Lender Party” means any Investor, the Swingline Lender or the L/C Provider and “Lender Parties” means the Investors, the Swingline Lender and the L/C Provider, collectively.
“Letter of Credit” has the meaning set forth in Section 2.07(g).
“Margin Stock” means “margin stock” as defined in Regulation U of the F.R.S. Board, as amended from time to time.
“Maximum Investor Group Principal Amount” means, as to each Investor Group existing on the Closing Date, the amount set forth on Schedule I to this Agreement as such Investor Group’s Maximum Investor Group Principal Amount or, in the case of any other Investor Group, the amount set forth as such Investor Group’s Maximum Investor Group Principal Amount in the Assignment and Assumption Agreement or Investor Group Supplement by which the members of such Investor Group become parties to this Agreement, in each case, as such amount may be (i) reduced pursuant to Section 2.05 of this Agreement or (ii) increased or reduced by any Assignment and Assumption Agreement or Investor Group Supplement entered into by the members of such Investor Group in accordance with the terms of this Agreement.
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“Non-Excluded Taxes” has the meaning set forth in Section 3.08(a).
“Non-Funding Committed Notes Purchaser” has the meaning set forth in Section 2.02(a).
“Official Body” has the meaning set forth in the definition of “Change in Law.”
“Payment Recipient” has the meaning assigned to it in Section 5.15(a).
“Periodic Term SOFR Determination Date” has the meaning specified in the definition of “Term SOFR”.
“Prime Rate” means the rate of interest per annum published in the Wall Street Journal as the U.S. dollar “prime rate” for such day and if the Wall Street Journal does not publish such rate on such day then such rate as most recently published prior to such day; provided that in no event shall the Prime Rate be less than zero.
“Program Support Agreement” means, with respect to any Investor, any agreement entered into by any Program Support Provider in respect of any Commercial Paper and/or Series 2022-1 Class A-1 Note of such Investor providing for the issuance of one or more letters of credit for the account of such Investor, the issuance of one or more insurance policies for which such Investor is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by such Investor to any Program Support Provider of the Series 2022-1 Class A-1 Notes (or portions thereof or interests therein) and/or the making of loans and/or other extensions of credit to such Investor in connection with such Investor’s securitization program, together with any letter of credit, insurance policy or other instrument issued thereunder or guaranty thereof (but excluding any discretionary advance facility provided by a Committed Note Purchaser).
“Program Support Provider” means, with respect to any Investor, any financial institutions and any other or additional Person now or hereafter extending credit or having a commitment to extend credit to or for the account of, and/or agreeing to make purchases from, such Investor in respect of such Investor’s Commercial Paper and/or Series 2022-1 Class A-1 Note, and/or agreeing to issue a letter of credit or insurance policy or other instrument to support any obligations arising under or in connection with such Investor’s securitization program as it relates to any Commercial Paper issued by such Investor, and/or holding equity interests in such Investor, in each case pursuant to a Program Support Agreement, and any guarantor of any such Person.
“Reimbursement Obligation” means the obligation of the Master Issuer to reimburse the L/C Provider pursuant to Section 2.08 for amounts drawn under Letters of Credit.
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“Relevant Governmental Body” means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto.
“Required Investor Groups” means the Investor Groups holding more than (i) if no single Investor Group holds more than 50% of the Commitments, 50% of the Commitments or (ii) if a single Investor Group holds more than 50% of the Commitments, two-thirds of the Commitments.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Sale Notice” has the meaning set forth in Section 9.18(b).
“Sanctioned Person” has the meaning set forth in Section 6.01(h).
“Sanctions” means any sanctions administered by or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Netherlands, or other relevant sanctions authority.
“Series 2022-1 Class A-1 Allocated Payment Reduction Amount” has the meaning set forth in Section 2.05(b)(iv).
“Series 2022-1 Class A-1 Notes Exposure Amount” means, as of any date of determination, the excess (if any) of (1) the sum of the Series 2022-1 Class A-1 Outstanding Principal Amount as of such date and the Undrawn L/C Face Amounts as of such date over (2) the aggregate amount Undrawn L/C Face Amounts that are cash collateralized.
“Series 2022-1 Class A-1 Notes Other Amounts” means, as of any date of determination, the aggregate unpaid Breakage Amount, Indemnified Liabilities, Agent Indemnified Liabilities, Increased Capital Costs, Increased Costs, Increased Tax Costs, Pre-Closing Costs, Other Post-Closing Expenses and Out-of-Pocket Expenses then due and payable.  For purposes of the Base Indenture, the “Series 2022-1 Class A-1 Notes Other Amounts” shall be deemed to be “Class A-1 Notes Other Amounts.”
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“Solvent” means with respect to any Person as of any date of determination, (i) the fair value of the assets of such Person will exceed its debts and liabilities, including contingent liabilities; (ii) the present fair saleable value of the property of such Person will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities as such debts and other liabilities become absolute and matured; (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature; and (iv) such Person will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is presently conducted and is proposed to be conducted after such date of determination, and no Event of Bankruptcy has occurred with respect to such Person.
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 “Specified Rating Agencies” means any of Standard & Poor’s, Moody’s or Fitch, as applicable.
“Swingline Commitment” means the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.06 in an aggregate principal amount at any one time outstanding not to exceed $25,000,000, as such amount may be reduced or increased pursuant to Section 2.06(i) or reduced pursuant to Section 2.05(b).
“Swingline Lender” means Rabobank, in its capacity as maker of Swingline Loans, and its permitted successors and assigns in such capacity.
“Swingline Loan” has the meaning set forth in Section 2.06(a).
“Swingline Loan Request” has the meaning set forth in Section 2.06(b).
“Swingline Participation Amount” has the meaning set forth in Section 2.06(f).
“Taxes” has the meaning set forth in Section 3.08(a).
“Term SOFR” means,
(a) for any calculation with respect to a Eurodollar Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Eurodollar Interest Accrual Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Eurodollar Interest Accrual Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b) for any calculation with respect to an Base Rate Advance on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate SOFR Determination Day.
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“Term SOFR Adjustment” means, 0.11448% (11.448 basis points) for a one-month tenor, 0.26161% for a three-month tenor, and 0.42826% (42.826 basis points) for a six-month tenor. 
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income department of its members be closed for the entire day for purposes of trading in United States government securities.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Undrawn L/C Face Amounts” means, at any time, the aggregate then undrawn and unexpired face amount of any Letters of Credit outstanding at such time.
“Unreimbursed L/C Drawings” means, at any time, the aggregate amount of any L/C Reimbursement Amounts that have not then been reimbursed pursuant to Section 2.08.
“Upfront Commitment Fee” has the meaning given to such term in the Class A-1 VFN Fee Letter.
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“Write-down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
ARTICLE II
PURCHASE AND SALE OF SERIES 2022-1 CLASS A-1 NOTES
Section 2.01 The Initial Advance Notes.
(a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall request the Trustee to authenticate (in the case of the Series 2022-1 Class A-1 Advance Notes in the form of definitive notes) or register as described in Section 4.01(e) of the Series 2022-1 Supplement (in the case of Uncertificated Notes) the Series 2022-1 Class A-1 Advance Notes, which the Master Issuer shall deliver to each Funding Agent on behalf of the Investors in the related Investor Group on the Closing Date. The Series 2022-1 Class A-1 Advance Note for each Investor Group, shall (i) be dated their date of authentication or, if an Uncertificated Note, registration, (ii) be registered in the name of the related Funding Agent or its nominee, as agent for the related Investors, or in such other name or nominee as such Funding Agent may request, (iii) have a maximum principal amount equal to the Maximum Investor Group Principal Amount for such Investor Group, (iv) have an initial outstanding principal amount equal to such Investor Group’s Commitment Percentage of the Series 2022-1 Class A-1 Initial Advance Principal Amount, and (v) other than any Uncertificated Notes, be duly authenticated in accordance with the provisions of the Indenture.
(b) Each Series 2022-1 Class A-1 Noteholder shall, acting solely for this purpose as an agent of the Master Issuer, maintain a register on which it enters the name and address of each related Lender Party (and, if applicable, Program Support Provider) and the applicable portions of the Series 2022-1 Class A-1 Outstanding Principal Amount (and stated interest) with respect to such Series 2022-1 Class A-1 Noteholder of each Lender Party (and, if applicable, Program Support Provider) that has an interest in such Series 2022-1 Class A-1 Noteholder’s Series 2022-1 Class A-1 Notes (the “Series 2022-1 Class A-1 Notes Register”), provided that no Series 2022-1 Class A-1 Noteholder shall have any obligation to disclose all or any portion of the Series 2022-1 Class A-1 Notes Register to any Person except to the extent such that such disclosure is necessary to establish that such Series 2022-1 Class A-1 Notes are in registered form for U.S. federal income tax purposes.
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Section 2.02 Advances.
(a) Subject to the terms and conditions of this Agreement and the Indenture, each Eligible Conduit Investor, if any, may and, if such Conduit Investor determines that it will not make (or it does not in fact make) an Advance or any portion of an Advance, its related Committed Note Purchaser(s) shall or, if there is no Eligible Conduit Investor with respect to any Investor Group, the Committed Note Purchaser(s) with respect to such Investor Group shall, upon the Master Issuer’s request delivered in accordance with the provisions of Section 2.03 and the satisfaction of all conditions precedent thereto (or under the circumstances set forth in Sections 2.05, 2.06 or 2.08), make Advances from time to time during the Commitment Term; provided that such Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that if, as a result of any Committed Note Purchaser (a “Non-Funding Committed Note Purchaser”) failing to make any previous Advance that such Non-Funding Committed Note Purchaser was required to make, outstanding Advances are not held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages at the time a request for Advances is made, (x) such Non-Funding Committed Note Purchaser shall make all of such Advances until outstanding Advances are held ratably by each Investor Group based on their respective Commitment Percentages and among the Committed Note Purchasers within each Investor Group based on their respective Committed Note Purchaser Percentages and (y) further Advances shall be made ratably by each Investor Group based on their respective Commitment Percentages and the portion of any such Advance made by any Committed Note Purchaser in such Investor Group shall be its Committed Note Purchaser Percentage of the Advances to be made by such Investor Group (or the portion thereof not being made by any Conduit Investor in such Investor Group); provided, further, that the failure of a Non-Funding Committed Note Purchaser to make Advances pursuant to the immediately preceding proviso shall not, subject to the immediately following proviso, relieve any other Committed Note Purchaser of its obligation hereunder, if any, to make Advances in accordance with Section 2.03(b)(i); provided, further, that, subject, in the case of clause (i) below, to Section 2.03(b)(ii), no Advance shall be required or permitted to be made by any Investor on any date to the extent that, after giving effect to such Advance, (i) the Investor Group Principal Amount for the related Investor Group would exceed such Investor Group’s Maximum Investor Group Principal Amount or (ii) the Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount.
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(b) Notwithstanding anything herein or in any other Related Document to the contrary, at no time shall a Conduit Investor be obligated to make Advances hereunder. If at any time any Conduit Investor is not an Eligible Conduit Investor, such Conduit Investor shall promptly notify the Administrative Agent (who shall promptly notify the related Funding Agent and the Master Issuer) thereof.
(c) Each of the Advances to be made on any date shall be made as part of a single borrowing (each such single borrowing being a “Borrowing”). The Advances made as part of the initial Borrowing on the Closing Date, if any, shall be evidenced by the Series 2022-1 Class A-1 Advance Notes issued in connection herewith and shall constitute purchases of portions of the Series 2022-1 Class A-1 Initial Advance Principal Amount corresponding to the amount of such Advances. All of the other Advances shall constitute Increases evidenced by the Series 2022-1 Class A-1 Advance Notes issued in connection herewith and shall constitute purchases of Series 2022-1 Class A-1 Outstanding Principal Amounts corresponding to the amount of such Advances.
(d) Section 2.02(b) of the Series 2022-1 Supplement specifies the procedures to be followed in connection with any Voluntary Decrease of the Series 2022-1 Class A-1 Outstanding Principal Amount. Each such Voluntary Decrease in respect of any Advances shall be either (i) in an aggregate minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof or (ii) in such other amount necessary to reduce the Series 2022-1 Class A-1 Outstanding Principal Amount to zero.
(e) Subject to the terms of this Agreement and the Series 2022-1 Supplement, the aggregate principal amount of the Advances evidenced by the Series 2022-1 Class A-1 Advance Notes may be increased by Borrowings or decreased by Voluntary Decreases from time to time.
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Section 2.03 Borrowing Procedures.
(a) Whenever the Master Issuer wishes to make a Borrowing, the Master Issuer shall (or shall cause the Manager on its behalf to) notify the Administrative Agent (who shall promptly, and in any event by 4:00 p.m. (Eastern time) on the same Business Day as its receipt of the same, notify each Funding Agent of its pro rata share thereof (or other required share, as required pursuant to Section 2.02(a)) and notify the Trustee, the Control Party, the Swingline Lender and the L/C Provider in writing of such Borrowing) by written notice in the form of an Advance Request delivered to the Administrative Agent no later than 12:00 p.m. (Eastern time) one (1) Business Day (or, in the case of any Eurodollar Advances for purposes of Section 3.01(b), three (3) Eurodollar Business Days) prior to the date of Borrowing (unless a shorter period is agreed upon by the Administrative Agent and the L/C Provider, the L/C Issuing Bank, the Swingline Lender or the Funding Agents, as applicable), which date of Borrowing shall be a Business Day during the Commitment Term. Each such notice of Borrowing shall be irrevocable and shall in each case refer to this Agreement and specify (i) the date of such Borrowing, (ii) the aggregate amount of the requested Borrowing to be made on such date, (iii) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings (if applicable) to be repaid with the proceeds of such Borrowing on such date, which amount shall constitute all outstanding Swingline Loans and Unreimbursed L/C Drawings outstanding on the date of such notice of Borrowing that are not prepaid with other funds of the Master Issuer available for such purpose, and (iv) sufficient instructions for application of the balance, if any, of the proceeds of such Borrowing on such date (which proceeds shall be made available to the Master Issuer). Requests for any Borrowing may not be made in an aggregate principal amount of less than $100,000 or in an aggregate principal amount that is not an integral multiple of $100,000 in excess thereof (except as otherwise provided herein with respect to Borrowings for the purpose of repaying then-outstanding Swingline Loans or Unreimbursed L/C Drawings). The Master Issuer agrees that Borrowings shall be made automatically (to the extent not deemed made pursuant to Sections 2.05(b)(i), 2.05(b)(ii) or 2.08), without the requirement of providing an Advance Request, but subject to the requirements set forth in Section 7.03, upon notice of any drawing under a Letter of Credit and one time per month, the timing of which shall be determined by the Administrative Agent in its discretion, if any Swingline Loans are outstanding, in each case, in an amount at least sufficient to repay in full all Unreimbursed L/C Drawings or Swingline Loans, as the case may be, outstanding on the date of the applicable automatic Borrowing. Subject to the provisos to Section 2.02(a), each Borrowing shall be ratably allocated among the Investor Groups’ respective Maximum Investor Group Principal Amounts. Each Funding Agent shall promptly advise its related Conduit Investor, if any, of any notice given pursuant to this Section 2.03(a) and shall promptly thereafter (but in no event later than 10:00 a.m. (Eastern time) on the date of Borrowing) notify the Administrative Agent, the Master Issuer and the related Committed Note Purchaser(s) whether such Conduit Investor has determined to make all or any portion of the Advances in such Borrowing that are to be made by its Investor Group. On the date of each Borrowing and subject to the other conditions set forth herein and in the Series 2022-1 Supplement (and, if requested by the Administrative Agent, confirmation from the Swingline Lender and the L/C Provider, as applicable, as to (x) the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings to be repaid with the proceeds of such Borrowing on the date of Borrowing, (y) the Undrawn L/C Face Amount of all Letters of Credit then outstanding and (z) the principal amount of any other Swingline Loans or Unreimbursed L/C Drawings then outstanding), the applicable Investors in each Investor Group shall make available to the Administrative Agent the amount of the Advances in such Borrowing that are to be made by such Investor Group by wire transfer in U.S. Dollars of such amount in same day funds no later than 10:00 a.m. (Eastern time) on the date of such Borrowing, and upon receipt thereof the Administrative Agent shall make such proceeds available by 3:00 p.m. (Eastern time), first, to the Swingline Lender and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, if applicable, ratably in proportion to such respective amounts, and, second, to the Master Issuer, as instructed in the applicable Advance Request.
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(b) (i) The failure of any Committed Note Purchaser to make the Advance to be made by it as part of any Borrowing shall not relieve any other Committed Note Purchaser (whether or not in the same Investor Group) of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Committed Note Purchaser shall be responsible for the failure of any other Committed Note Purchaser to make the Advance to be made by such other Committed Note Purchaser on the date of any Borrowing and (ii) in the event that one or more Committed Note Purchasers fails to make its Advance by 11:00 a.m. (Eastern time) on the date of such Borrowing, the Administrative Agent shall notify each of the other Committed Note Purchasers not later than 1:00 p.m. (Eastern time) on such date, and each of the other Committed Note Purchasers shall make available to the Administrative Agent a supplemental Advance in a principal amount (such amount, the “reference amount”) equal to the lesser of (a) the aggregate principal Advance that was unfunded multiplied by a fraction, the numerator of which is the Commitment Amount of such Committed Note Purchaser and the denominator of which is the aggregate Commitment Amounts of all Committed Note Purchasers (less the aggregate Commitment Amount of the Committed Note Purchasers failing to make Advances on such date) and (b) the excess of (i) such Committed Note Purchaser’s Commitment Amount over (ii) the product of such Committed Note Purchaser’s related Investor Group Principal Amount multiplied by such Committed Note Purchaser’s Committed Note Purchaser Percentage (after giving effect to all prior Advances on such date of Borrowing) (provided that a Committed Note Purchaser may (but shall not be obligated to), on terms and conditions to be agreed upon by such Committed Note Purchaser and the Master Issuer, make available to the Administrative Agent a supplemental Advance in a principal amount in excess of the reference amount; provided, however, that no such supplemental Advance shall be permitted to be made to the extent that, after giving effect to such Advance, the Series 2022-1 Class A-1 Notes Exposure Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount). Such supplemental Advances shall be made by wire transfer in U.S. Dollars in same day funds no later than 3:00 p.m. (Eastern time) one (1) Business Day following the date of such Borrowing, and upon receipt thereof the Administrative Agent shall immediately make such proceeds available, first, to the Swingline Lender and the L/C Provider for application to repayment of the amount of outstanding Swingline Loans and Unreimbursed L/C Drawings as set forth in the applicable Advance Request, if applicable, ratably in proportion to such respective amounts, and, second, to the Master Issuer, as instructed in the applicable Advance Request. If any Committed Note Purchaser which shall have so failed to fund its Advance shall subsequently pay such amount, the Administrative Agent shall apply such amount pro rata to repay any supplemental Advances made by the other Committed Note Purchasers pursuant to this Section 2.03(b).
(c) Unless the Administrative Agent shall have received notice from a Funding Agent prior to the date of any Borrowing that an applicable Investor in the related Investor Group will not make available to the Administrative Agent such Investor’s share of the Advances to be made by such Investor Group as part of such Borrowing, the Administrative Agent may (but shall not be obligated to) assume that such Investor has made such share available to the Administrative Agent on the date of such Borrowing in accordance with Section 2.02(a) and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Swingline Lender, the L/C Provider and/or the Master Issuer, as applicable, on such date a corresponding amount, and shall, if such corresponding amount has not been made available by the Administrative Agent, make available to the Swingline Lender, the L/C Provider and/or the Master Issuer, as applicable, on such date a corresponding amount once such Investor has made such portion available to the Administrative Agent. If and to the extent that any Investor shall not have so made such amount available to the Administrative Agent, such Investor and the Master Issuer jointly and severally agree to repay (without duplication) to the Administrative Agent on the next Weekly Allocation Date such corresponding amount (in the case of the Master Issuer, in accordance with the Priority of Payments), together with interest thereon, for each day from the date such amount is made available to the Master Issuer until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Master Issuer, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Investor, the Federal Funds Rate. If such Investor is required by law to deduct any withholding taxes from the amount paid to the Administrative Agent under this Section 2.03(c), the sum payable by the Investor shall be increased as necessary so that after such deduction has been made, the Administrative Agent receives an amount equal to the sum it would have received had no such deduction been made. If such Investor shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Investor’s Advance as part of such Borrowing for purposes of this Agreement.
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Section 2.04 The Series 2022-1 Class A-1 Notes. On each date an Advance or Swingline Loan is made or a Letter of Credit is issued hereunder, and on each date the outstanding amount thereof is reduced (or the face amount of a Letter of Credit is reduced), a duly authorized officer, employee or agent of the related Series 2022-1 Class A-1 Noteholder shall make appropriate notations in its books and records of the amount, evidenced by the related Series 2022-1 Class A-1 Advance Note, Series 2022-1 Class A-1 Swingline Note or Series 2022-1 Class A-1 L/C Note, of such Advance, Swingline Loan or Letter of Credit, as applicable, and the amount of such reduction, as applicable. The Master Issuer hereby authorizes each duly authorized officer, employee and agent of such Series 2022-1 Class A-1 Noteholder to make such notations on the books and records as aforesaid and every such notation made in accordance with the foregoing authority shall be prima facie evidence of the accuracy of the information so recorded; provided, however, that in the event of a discrepancy between the books and records of such Series 2022-1 Class A-1 Noteholder and the Note Register, (x)  such discrepancy shall be resolved by such Series 2022-1 Class A-1 Noteholder, the Control Party and the Trustee, in consultation with the Master Issuer (provided that such consultation with the Master Issuer will not in any way limit or delay such Series 2022-1 Class A-1 Noteholder’s, the Control Party’s and the Trustee’s ability to resolve such discrepancy), and such resolution shall control in the absence of manifest error and the Note Register shall be corrected as appropriate and (y) until any such discrepancy is resolved pursuant to clause (x), the Note Register shall control; provided, further, that the failure of any such notation to be made, or any finding that a notation is incorrect, in any such records shall not limit or otherwise affect the obligations of the Master Issuer under this Agreement or the Indenture.
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Section 2.05 Reduction in Commitments.
(a) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent (who shall promptly notify the Trustee, the Control Party, each Funding Agent and each Investor), effect a permanent reduction in the Series 2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Commitment Amount and Maximum Investor Group Principal Amount on a pro rata basis; provided that (i) any such reduction will be limited to the undrawn portion of the Commitments, although any such reduction may be combined with a Voluntary Decrease effected pursuant to and in accordance with Section 2.02(b) of the Series 2022-1 Supplement, (ii) any such reduction must be in a minimum amount of $1,000,000, (iii) after giving effect to such reduction, the Series 2022-1 Class A-1 Notes Maximum Principal Amount equals or exceeds $5,000,000, unless reduced to zero, and (iv) no such reduction shall be permitted if, after giving effect thereto, (x) the aggregate Commitment Amounts would be less than the Series 2022-1 Class A-1 Notes Exposure Amount or (y) the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment. Any reduction made pursuant to this Section 2.05(a) shall be made ratably among the Investor Groups on the basis of their respective Maximum Investor Group Principal Amounts.
(b) If any of the following events shall occur, then the Commitment Amounts shall be automatically reduced on the dates and in the amounts set forth below with respect to the applicable event and the other consequences set forth below with respect to the applicable event shall ensue (and the Master Issuer shall give the Trustee, the Control Party, each Funding Agent and the Administrative Agent prompt written notice thereof):
(i) (A) if the Outstanding Principal Amount of the Series 2022-1 Class A-1 Notes has not been paid in full or otherwise refinanced in full (which refinancing may also include an extension thereof) by the Business Day immediately preceding the Series 2022-1 Class A-1 Notes Renewal Date, on such Business Day, (x) the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings shall be repaid in full with proceeds of Advances made on such date (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made), and (y) the Swingline Commitment and the L/C Commitment shall both be automatically and permanently reduced to zero; and (B) upon a Series 2022-1 Class A-1 Notes Amortization Event, (x) the Commitments with respect to all undrawn Commitment Amounts shall automatically and permanently terminate and the corresponding portions of the Series 2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis) and (y) each payment of principal on the Series 2022-1 Class A-1 Outstanding Principal Amount occurring following such Series 2022-1 Class A-1 Notes Amortization Event shall result automatically and permanently in a dollar-for-dollar reduction of the Series 2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis;
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(ii) if a Rapid Amortization Event occurs prior to the Series 2022-1 Class A-1 Notes Renewal Date, then (A) on the date such Rapid Amortization Event occurs, the Commitments with respect to all undrawn Commitment Amounts shall automatically terminate, which termination shall be deemed to have occurred immediately following the making of Advances pursuant to clause (B) below, and the corresponding portions of the Series 2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically reduced by a corresponding amount (with respect to the Maximum Investor Group Principal Amounts, on a pro rata basis); (B) no later than the second Business Day after the occurrence of such Rapid Amortization Event, the principal amount of all then-outstanding Swingline Loans and Unreimbursed L/C Drawings (to the extent not repaid pursuant to Section 2.08(a) or Section 4.03(b)) shall be repaid in full with proceeds of Advances (and the Master Issuer shall be deemed to have delivered such Advance Requests under Section 2.03 as may be necessary to cause such Advances to be made) and the Swingline Commitment and the L/C Commitment shall be automatically reduced to zero and by such amount of Unreimbursed L/C Drawings, respectively; and (C) each payment of principal (which, for the avoidance of doubt, shall include cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) on the Series 2022-1 Class A-1 Outstanding Principal Amount occurring on or after the date of such Rapid Amortization Event (excluding the repayment of any outstanding Swingline Loans and Unreimbursed L/C Drawings with proceeds of Advances pursuant to clause (B) above) shall result automatically in a dollar-for-dollar reduction of the Series 2022-1 Class A-1 Notes Maximum Principal Amount and a corresponding reduction in each Maximum Investor Group Principal Amount on a pro rata basis; provided that if such Rapid Amortization Event shall cease to be in effect pursuant to Section 9.01(b) of the Base Indenture, then the Commitments, Swingline Commitment, L/C Commitment, Series 2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be restored to the amounts in effect immediately prior to the occurrence of such Rapid Amortization Event;
(iii) [Reserved];
(iv) if payments in connection with Indemnification Amounts, Asset Disposition Proceeds or Insurance/Condemnation Proceeds are allocated to and deposited in the Series 2022-1 Class A-1 Distribution Account in accordance with Section 3.06(j) of the Series 2022-1 Supplement at a time when either (i) no Senior Notes other than Series 2022-1 Class A-1 Notes are Outstanding or (ii) if a Series 2022-1 Class A-1 Notes Amortization Period is continuing, then (x) the aggregate Commitment Amount shall be automatically and permanently reduced on the date of such deposit by an amount (the “Series 2022-1 Class A-1 Allocated Payment Reduction Amount”) equal to the amount of such deposit, and each Committed Note Purchaser’s Commitment Amount shall be reduced on a pro rata basis of such Series 2022-1 Class A-1 Allocated Payment Reduction Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2022-1 Class A-1 Notes Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount on such date (and, if after giving effect to such reduction the aggregate Commitment Amounts would be less than the sum of the Swingline Commitment and the L/C Commitment, then the aggregate amount of the Swingline Commitment and the L/C Commitment shall be reduced by the amount of such difference, with such reduction to be allocated between them in accordance with the written instructions of the Master Issuer delivered prior to such date; provided that after giving effect thereto the aggregate amount of the Swingline Loans and the L/C Obligations do not exceed the Swingline Commitment and the L/C Commitment, respectively, as so reduced; provided, further, that in the absence of such instructions, such reduction shall be allocated first to the Swingline Commitment and then to the L/C Commitment) and (z) the Series 2022-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid and the Series 2022-1 Class A-1 Notes Exposure Amounts to be reduced to zero (which, for the avoidance of doubt, shall be accomplished by cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)) in an aggregate amount equal to such Series 2022-1 Class A-1 Allocated Payment Reduction Amount on the date and in the order required by Section 3.06(j) of the Series 2022-1 Supplement; and
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(v) if any Event of Default shall occur and be continuing (and shall not have been waived in accordance with the Base Indenture) and as a result the payment of the Series 2022-1 Class A-1 Notes is accelerated pursuant to the terms of the Base Indenture (and such acceleration shall not have been rescinded in accordance with the Base Indenture), then in addition to the consequences set forth in clause (ii) above in respect of the Rapid Amortization Event resulting from such Event of Default, the Series 2022-1 Class A-1 Notes Maximum Principal Amount, the Commitment Amounts, the Swingline Commitment, the L/C Commitment and the Maximum Investor Group Principal Amounts shall all be automatically and permanently reduced to zero upon such acceleration and the Master Issuer shall (in accordance with the Series 2022-1 Supplement) cause the Series 2022-1 Class A-1 Outstanding Principal Amount to be paid in full and the Series 2022-1 Class A-1 Notes Exposure Amounts to be reduced to zero (which, for the avoidance of doubt, shall be accomplished by cash collateralization of Undrawn L/C Face Amounts pursuant to Sections 4.02(b), 4.03(a), 4.03(b) and 9.18(c)(ii)), together with accrued interest, Series 2022-1 Class A-1 Quarterly Commitment Fees, Series 2022-1 Class A-1 Notes Other Amounts and all other amounts then due and payable to the Lender Parties, the Administrative Agent and the Funding Agents under this Agreement and the other Related Documents and any unreimbursed Advances and Manager Advances (in each case, with interest thereon at the Advance Interest Rate) subject to and in accordance with the Priority of Payments.
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Section 2.06 Swingline Commitment.
(a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2022-1 Class A-1 Swingline Note shall (i) be dated the Closing Date, (ii) be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, (iii) have a maximum principal amount equal to the Swingline Commitment, (iv) have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Swingline Principal Amount, and (v) be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, the Swingline Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a “Swingline Loan” or a “Series 2022-1 Class A-1 Swingline Loan” and, collectively, the “Swingline Loans” or the “Series 2022-1 Class A-1 Swingline Loans”) to the Master Issuer from time to time during the period commencing on the Closing Date and ending on the date that is two (2) Business Days prior to the Commitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans outstanding would exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2022-1 Class A-1 Notes Exposure Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2022-1 Supplement, the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.
(b) Whenever the Master Issuer desires that the Swingline Lender make Swingline Loans, the Master Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (Eastern time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the requested borrowing date (which shall be a Business Day during the Commitment Term not later than the date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Master Issuer). The notice shall be in the form of a Swingline Advance Request in the form attached hereto as Exhibit A-2 (a “Swingline Loan Request”), a copy of which shall also be provided by the Master Issuer (or the Manager on its behalf) to the Control Party and the Trustee by 2:00 p.m. (Eastern time) on the date of delivery thereof to the Swingline Lender and the Administrative Agent. Each Borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (Eastern time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the requested Swingline Loan, the Series 2022-1 Class A-1 Notes Exposure Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2022-1 Class A-1 Notes Exposure Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (Eastern time) on the date for such Borrowing specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2022-1 Supplement, the Swingline Lender shall make available to the Master Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.
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(c) The Master Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Master Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Master Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2022-1 Class A-1 Outstanding Principal Amount.
(d) In accordance with Section 2.03(a), the Master Issuer agrees to cause requests for Borrowings to be made at least one time per month if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate.
(e) [Reserved].
(f) If, prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Master Issuer or any Guarantor or if, for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage, multiplied by (ii) the related Investor Group’s Commitment Percentage, multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances.
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(g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
(h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Master Issuer may have against the Swingline Lender, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(i) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Master Issuer in writing and with the prior written consent of the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of the Swingline Commitment and the L/C Commitment does not exceed the aggregate amount of the Commitments.
(j) The Master Issuer may, upon notice to the Swingline Lender (who shall promptly notify the Administrative Agent and the Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 11:00 a.m. (Eastern time) on the date of the prepayment, (y) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding and (z) if the source of funds for such prepayment is not a Borrowing, there shall be no unreimbursed Advances or Manager Advances (or interest thereon) at such time. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Master Issuer shall make such prepayment directly to the Swingline Lender and the payment amount specified in such notice shall be due and payable on the date specified therein.
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Section 2.07 L/C Commitment.
(a) Subject to the terms and conditions hereof, the L/C Provider (or its permitted assigns pursuant to Section 9.17), in reliance on the agreements of the Committed Note Purchasers set forth in Sections 2.08 and 2.09, agrees to provide standby letters of credit, including Interest Reserve Letters of Credit (each, a “Letter of Credit” and, collectively, the “Letters of Credit”) for the account of the Master Issuer or its designee on any Business Day during the period commencing on the Closing Date and ending on the date that is ten (10) Business Days prior to the Commitment Termination Date to be issued in accordance with Section 2.07(h) in such form as may be approved from time to time by the L/C Provider; provided that the L/C Provider shall have no obligation or right to provide any Letter of Credit on a requested issuance date if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the Series 2022-1 Class A-1 Notes Exposure Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount.
Each Letter of Credit shall (x) be denominated in Dollars, (y) have a face amount of at least $25,000 or, if less than $25,000, shall bear a reasonable administrative fee to be agreed upon by the Master Issuer and the L/C Provider and (z) expire no later than the earlier of (A) the first anniversary of its date of issuance and (B) the date that is ten (10) Business Days prior to the Commitment Termination Date (the “Required Expiration Date”); provided that any Letter of Credit may provide for the automatic renewal thereof for additional periods, each individually not to exceed one year (which shall in no event extend beyond the Required Expiration Date) unless the L/C Provider notifies the beneficiary of such Letter of Credit at least 30 calendar days prior to the then-applicable expiration date (or no later than the applicable notice date, if earlier, as specified in such Letter of Credit) that such Letter of Credit shall not be renewed; provided, further, that any Letter of Credit may have an expiration date that is later than the Required Expiration Date so long as (x) the Undrawn L/C Face Amount with respect to such Letter of Credit has been fully cash collateralized by the Master Issuer in accordance with Section 4.02(b) or 4.03 as of the Required Expiration Date and there are no other outstanding L/C Obligations with respect to such Letter of Credit as of the Required Expiration Date and (y) such arrangement is satisfactory to the L/C Provider in its sole and absolute discretion.
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Additionally, each Interest Reserve Letter of Credit shall (1) name each of (A) the Trustee, for the benefit of the Senior Noteholders or the Senior Subordinated Noteholders, as applicable, and (B) the Control Party, as the beneficiary thereof; (2) allow the Trustee or the Control Party to submit a notice of drawing in respect of such Interest Reserve Letter of Credit whenever amounts would otherwise be required to be withdrawn from the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, pursuant to the Indenture and (3) indicate by its terms that the proceeds in respect of drawings under such Interest Reserve Letter of Credit shall be paid directly into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable.
The L/C Provider shall not at any time be obligated to (I) provide any Letter of Credit hereunder if such issuance would violate, or cause any L/C Issuing Bank to exceed any limits imposed by, any applicable Requirement of Law or (II) amend any Letter of Credit hereunder if (1) the L/C Provider would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (2) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(b) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 L/C Note, which the Master Issuer shall deliver to the L/C Provider on the Closing Date. Such Series 2022-1 Class A-1 L/C Note shall (i) be dated the Closing Date, (ii)  be registered in the name of the L/C Provider or in such other name or nominee as the L/C Provider may request, (iii) have a maximum principal amount equal to the L/C Commitment, (iv) have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Aggregate Undrawn L/C Face Amount, and (v) be duly authenticated in accordance with the provisions of the Indenture. Each issuance of a Letter of Credit after the Closing Date shall increase the Series 2022-1 Class A-1 Notes Exposure Amount in an amount corresponding to the Undrawn L/C Face Amount of such Letter of Credit. All Unreimbursed L/C Drawings shall be deemed to be principal outstanding under the Series 2022-1 Class A-1 L/C Note and shall be deemed to be Series 2022-1 Class A-1 Outstanding Principal Amounts for all purposes of this Agreement, the Indenture and the other Related Documents. The L/C Provider and the Master Issuer agree to promptly notify the Administrative Agent and the Trustee of any such decreases for which notice to the Administrative Agent is not otherwise provided hereunder.
(c) The Master Issuer may (or shall cause the Manager on its behalf to) from time to time request that the L/C Provider provide a new Letter of Credit by delivering to the L/C Provider at its address for notices specified herein an Application therefor (in the form required by the applicable L/C Issuing Bank as notified to the Master Issuer by the L/C Provider), completed to the satisfaction of the L/C Provider, and such other certificates, documents and other papers and information as the L/C Provider may reasonably request on behalf of the L/C Issuing Bank. Notwithstanding the foregoing sentence, the letters of credit set forth on Schedule IV hereto shall be deemed Letters of Credit provided and issued by the L/C Provider hereunder as of the Closing Date. Upon receipt of any completed Application, the L/C Provider will notify the Administrative Agent and the Trustee in writing of the amount, the beneficiary and the requested expiration of the requested Letter of Credit (which shall comply with Sections 2.07(a) and (i)) and, subject to the other conditions set forth herein and in the Series 2022-1 Supplement and upon receipt of written confirmation from the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) that after giving effect to the requested issuance, the Series 2022-1 Class A-1 Notes Exposure Amount would not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount (provided that the L/C Provider shall be entitled to rely upon any written statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons of the Administrative Agent for purposes of determining whether the L/C Provider received such prior written confirmation from the Administrative Agent with respect to any Letter of Credit), the L/C Provider will cause such Application and the certificates, documents and other papers and information delivered in connection therewith to be processed in accordance with the L/C Issuing Bank’s customary procedures and shall promptly provide the Letter of Credit requested thereby (but in no event shall the L/C Provider be required to provide any Letter of Credit earlier than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto, as provided in Section 2.07(a)) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the L/C Provider and the Master Issuer. The L/C Provider shall furnish a copy of such Letter of Credit to the Manager (with a copy to the Administrative Agent) promptly following the issuance thereof. The L/C Provider shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Funding Agents, the Investors, the Control Party and the Trustee, written notice of the issuance of each Letter of Credit (including the amount thereof).
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(d) The Master Issuer shall pay ratably to the Committed Note Purchasers the L/C Quarterly Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “L/C Quarterly Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(e) To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article II, the provisions of this Article II shall apply.
(f) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the L/C Provider, effect a permanent reduction in the L/C Commitment; provided that any such reduction will be limited to the undrawn portion of the L/C Commitment. If requested by the Master Issuer in writing and with the prior written consent of the L/C Provider and the Administrative Agent, the L/C Provider may (but shall not be obligated to) increase the amount of the L/C Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Series 2022-1 Class A-1 Outstanding Principal Amount, the Swingline Commitment and the L/C Commitment does not exceed the aggregate Commitment Amounts.
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(g) The L/C Provider shall satisfy its obligations under this Section 2.07 with respect to providing any Letter of Credit hereunder by issuing such Letter of Credit itself or through an Affiliate, so long as the L/C Issuing Bank Rating Test is satisfied with respect to such Affiliate and the issuance of such Letter of Credit. If the L/C Issuing Bank Rating Test is not satisfied with respect to such Affiliate and the issuance of such Letter of Credit, the L/C Provider or a Person selected by (at the expense of the L/C Provider) the Master Issuer shall issue such Letter of Credit; provided that such Person and issuance of such Letter of Credit satisfies the L/C Issuing Bank Rating Test (the L/C Provider (or such Affiliate of the L/C Provider) in its capacity as the issuer of such Letter of Credit or such other Person selected by the Master Issuer being referred to as the “L/C Issuing Bank” with respect to such Letter of Credit). The “L/C Issuing Bank Rating Test” is a test that is satisfied with respect to a Person issuing a Letter of Credit if the Person is a U.S. commercial bank that has, at the time of the issuance of such Letter of Credit, (i) a short-term certificate of deposit rating of not less than “P-2” from Moody’s and “A-2” from S&P and (ii) a long-term unsecured debt rating of not less than “Baa2” from Moody’s or “BBB” from S&P or such other minimum long-term unsecured debt rating as may be reasonably required by the beneficiary of such proposed Letter of Credit.
(h) The L/C Provider and, if the L/C Provider is not the L/C Issuing Bank for any Letter of Credit, the L/C Issuing Bank shall be under no obligation to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Provider or the L/C Issuing Bank, as applicable, from issuing the Letter of Credit or (ii) any law applicable to the L/C Provider or the L/C Issuing Bank, as applicable, or any request or directive (which request or directive, in the reasonable judgment of the L/C Provider or the L/C Issuing Bank, as applicable, has the force of law) from any Governmental Authority with jurisdiction over the L/C Provider or the L/C Issuing Bank, as applicable, shall prohibit the L/C Provider or the L/C Issuing Bank, as applicable, from issuing of letters of credit generally or the Letter of Credit in particular.
(i) Unless otherwise expressly agreed by the L/C Provider or the L/C Issuing Bank, as applicable, and the Master Issuer when a Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit issued hereunder.
(j) For the avoidance of doubt, the L/C Commitment shall be a sub-facility limit of the Commitment Amounts and aggregate outstanding Unreimbursed L/C Drawings as of any date of determination shall be a component of the Series 2022-1 Class A-1 Outstanding Principal Amount on such date of determination, pursuant to the definition thereof.
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(k) If, on the date that is five (5) Business Days prior to the expiration of any Interest Reserve Letter of Credit, such Interest Reserve Letter of Credit has not been replaced or renewed and the Master Issuer has not otherwise deposited funds into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in the amounts that would otherwise be required pursuant to the Indenture had such Interest Reserve Letter of Credit not been issued, the Master Issuer shall instruct the Control Party to submit a notice of drawing under such Interest Reserve Letter of Credit and use the proceeds thereof to fund a deposit into the Senior Notes Interest Reserve Account or the Senior Subordinated Notes Interest Reserve Account, as applicable, in an amount equal to the Senior Notes Interest Reserve Account Deficiency Amount or the Senior Subordinated Notes Interest Reserve Account Deficiency Amount, as applicable, on such date, in each case calculated as if such Interest Reserve Letter of Credit had not been issued.
(l) Each of the parties hereto shall execute any amendments to this Agreement reasonably requested by the Master Issuer in order to have any letter of credit issued by a Person selected by the Master Issuer pursuant to Section 2.07(g) hereto or Section 5.18 of the Base Indenture be a “Letter of Credit” that has been issued hereunder and such Person selected by the Master Issuer be an “L/C Issuing Bank.”
Section 2.08 L/C Reimbursement Obligations.
(a) For the purpose of reimbursing the payment of any draft presented under any Letter of Credit, the Master Issuer agrees to pay, as set forth in this Section 2.08, the L/C Provider, for its own account or for the account of the L/C Issuing Bank, as applicable, an amount in Dollars equal to the sum of (i) the amount of such draft so paid (the “L/C Reimbursement Amount”) and (ii) any taxes, fees, charges or other costs or expenses (including amounts payable pursuant to Section 3.02(c), and collectively, the “L/C Other Reimbursement Costs”) incurred by the L/C Issuing Bank in connection with such payment. Each drawing under any Letter of Credit shall (unless an Event of Bankruptcy shall have occurred and be continuing with respect to the Master Issuer or any Guarantor, in which cases the procedures specified in Section 2.09 for funding by Committed Note Purchasers shall apply) constitute a request by the Master Issuer to the Administrative Agent and each Funding Agent for a Base Rate Borrowing pursuant to Section 2.03 in the amount equal to the applicable L/C Reimbursement Amount plus the applicable L/C Other Reimbursement Costs minus any such amounts repaid pursuant to Section 4.03(b), and the Master Issuer shall be deemed to have made such request pursuant to the procedures set forth in Section 2.03. The applicable Investors in each Investor Group hereby agree to make Advances in an aggregate amount for each Investor Group equal to such Investor Group’s Commitment Percentage of the L/C Reimbursement Amount and L/C Other Reimbursement Costs to pay the L/C Provider. The Borrowing date with respect to such Borrowing shall be the first date on which a Base Rate Borrowing could be made pursuant to Section 2.03 if the Administrative Agent had received a notice of such Borrowing at the time the Administrative Agent receives notice from the L/C Provider of such drawing under such Letter of Credit. Such Investors shall make the amount of such Advances available to the Administrative Agent in immediately available funds not later than 3:00 p.m. (Eastern time) on such Borrowing date, and the proceeds of such Advances shall be immediately made available by the Administrative Agent to the L/C Provider for application to the reimbursement of such drawing.
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(b) The Master Issuer’s obligations under Section 2.08(a) shall be absolute and unconditional, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances and irrespective of (i) any setoff, counterclaim or defense to payment that the Master Issuer may have or has had against the L/C Provider, the L/C Issuing Bank, any beneficiary of a Letter of Credit or any other Person; (ii) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (iii) payment by the L/C Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; (iv) payment by the L/C Issuing Bank under a Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under the Bankruptcy Code or any other liquidation, conservatorship, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of any jurisdictions, (v) any amendment or waiver of, or consent to, any departure from any or all of the Related Documents, (vi) the insolvency of any Person issuing any documents in connection with any Letter of Credit or (vii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.08(b), constitute a legal or equitable discharge of, or provide a right of setoff against, the Master Issuer’s obligations hereunder. The Master Issuer also agrees that the L/C Provider and the L/C Issuing Bank shall not be responsible for, and the Master Issuer’s Reimbursement Obligations under Section 2.08(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Master Issuer and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Master Issuer against any beneficiary of such Letter of Credit or any such transferee. Neither the L/C Provider nor the L/C Issuing Bank shall be liable for any error, omission, interruption, loss or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Master Issuer to the extent permitted by applicable law) caused by errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C Provider or the L/C Issuing Bank, as the case may be. The Master Issuer agrees that any action taken or omitted by the L/C Provider or the L/C Issuing Bank, as the case may be, under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the UCC of the State of New York, shall be binding on the Master Issuer and shall not result in any liability of the L/C Provider or the L/C Issuing Bank to the Master Issuer. As between the Master Issuer and the L/C Issuing Bank, the Master Issuer hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to such beneficiary’s or transferee’s use of any Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the Master Issuer agrees with the L/C Issuing Bank that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the L/C Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
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(c) If any draft shall be presented for payment for which the L/C Provider has actual knowledge under any Letter of Credit, the L/C Provider shall promptly notify the Manager, the Control Party, the Master Issuer and the Administrative Agent of the date and amount thereof. The responsibility of the applicable L/C Issuing Bank to the Master Issuer in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit and, in paying such draft, such L/C Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any Person(s) executing or delivering any such document.
Section 2.09 L/C Participations.
(a) The L/C Provider irrevocably agrees to grant and hereby grants to each Committed Note Purchaser, and, to induce the L/C Provider to provide Letters of Credit hereunder (and, if the L/C Provider is not the L/C Issuing Bank for any Letter of Credit, to induce the L/C Provider to agree to reimburse such L/C Issuing Bank for any payment of any drafts presented thereunder), each Committed Note Purchaser irrevocably and unconditionally agrees to accept and purchase and hereby accepts and purchases from the L/C Provider, on the terms and conditions set forth below, for such Committed Note Purchaser’s own account and risk an undivided interest equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Provider’s obligations and rights under and in respect of each Letter of Credit provided hereunder and the L/C Reimbursement Amount with respect to each draft paid or reimbursed by the L/C Provider in connection therewith. Subject to Section 2.07(c), each Committed Note Purchaser unconditionally and irrevocably agrees with the L/C Provider that, if a draft is paid under any Letter of Credit for which the L/C Provider is not paid in full by the Master Issuer in accordance with the terms of this Agreement, such Committed Note Purchaser shall pay to the Administrative Agent upon demand of the L/C Provider an amount equal to its Committed Note Purchaser Percentage of the related Investor Group’s Commitment Percentage of the L/C Reimbursement Amount with respect to such draft, or any part thereof, that is not so paid.
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(b) If any amount required to be paid by any Committed Note Purchaser to the Administrative Agent for forwarding to the L/C Provider pursuant to Section 2.09(a) in respect of any unreimbursed portion of any payment made or reimbursed by the L/C Provider under any Letter of Credit is paid to the Administrative Agent for forwarding to the L/C Provider within three (3) Business Days after the date such payment is due, such Committed Note Purchaser shall pay to Administrative Agent for forwarding to the L/C Provider on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the L/C Provider, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any Committed Note Purchaser pursuant to Section 2.09(a) is not made available to the Administrative Agent for forwarding to the L/C Provider by such Committed Note Purchaser within three (3) Business Days after the date such payment is due, the L/C Provider shall be entitled to recover from such Committed Note Purchaser, on demand, such amount with interest thereon calculated from such due date at the Base Rate. A certificate of the L/C Provider submitted to any Committed Note Purchaser with respect to any amounts owing under this Section 2.09(b), in the absence of manifest error, shall be conclusive and binding on such Committed Note Purchaser. If any withholding taxes are required by law to be deducted from any amounts payable under this Section 2.09(b), the sum payable by the Committed Note Purchaser shall be increased as necessary so that after such deduction has been made, the L/C Provider receives an amount equal to the sum it would have received had no such deduction been made.
(c) Whenever, at any time after payment has been made under any Letter of Credit and the L/C Provider has received from any Committed Note Purchaser its pro rata share of such payment in accordance with Section 2.09(a), the Administrative Agent or the L/C Provider receives any payment related to such Letter of Credit (whether directly from the Master Issuer or otherwise, including proceeds of collateral applied thereto by the L/C Provider), or any payment of interest on account thereof, the Administrative Agent or the L/C Provider, as the case may be, will distribute to such Committed Note Purchaser its pro rata share thereof; provided, however, that in the event that any such payment received by the Administrative Agent or the L/C Provider, as the case may be, shall be required to be returned by the Administrative Agent or the L/C Provider, such Committed Note Purchaser shall return to the Administrative Agent for the account of the L/C Provider the portion thereof previously distributed by the Administrative Agent or the L/C Provider, as the case may be, to it.
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(d) Each Committed Note Purchaser’s obligation to make the Advances referred to in Section 2.08(a) and to pay its pro rata share of any unreimbursed draft pursuant to Section 2.09(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Committed Note Purchaser or the Master Issuer may have against the L/C Provider, any L/C Issuing Bank, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Letter of Credit was issued; (iii) an adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person; (v) any amendment, renewal or extension of any Letter of Credit in compliance with this Agreement or with the terms of such Letter of Credit, as applicable; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
ARTICLE III
INTEREST AND FEES
Section 3.01 Interest.
(a) To the extent that an Advance is funded or maintained by a Conduit Investor through the issuance of Commercial Paper, such Advance shall bear interest at the CP Rate applicable to such Conduit Investor. To the extent that, and only for so long as, an Advance is funded or maintained by a Conduit Investor through means other than the issuance of Commercial Paper (based on its determination in good faith that it is unable to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of Commercial Paper in the commercial paper market of the United States to finance its purchase or maintenance of such Advance or any portion thereof (which determination may be based on any allocation method employed in good faith by such Conduit Investor), including by reason of market conditions or by reason of insufficient availability under any of its Program Support Agreement or the downgrading of any of its Program Support Providers), such Advance shall bear interest at (i) the Base Rate or (ii) if the required notice has been given pursuant to Section 3.01(b) with respect to such Advance, for any Eurodollar Interest Accrual Period, the Eurodollar Rate applicable to such Eurodollar Interest Accrual Period for such Advance, in each case except as otherwise provided in the definition of Eurodollar Interest Accrual Period or in Sections 3.03 or 3.04.  Each Advance funded or maintained by a Committed Note Purchaser or a Program Support Provider shall bear interest at (i) the Base Rate or (ii) if the required notice has been given pursuant to Section 3.01(b) with respect to such Advance, for any Eurodollar Interest Accrual Period, the Eurodollar Rate applicable to such Eurodollar Interest Accrual Period for such Advance, in each case except as otherwise provided in the definition of Eurodollar Interest Accrual Period or in Sections 3.03 or 3.04. By (x) 11:00 a.m. (Eastern time) on the second Business Day preceding each Quarterly Calculation Date, each Funding Agent shall notify the Administrative Agent of the applicable CP Rate for each Advance made by its Investor Group that was funded or maintained through the issuance of Commercial Paper and was outstanding during all or any portion of the Interest Accrual Period ending immediately prior to such Quarterly Calculation Date and (y) 3:00 p.m. (Eastern time) on the second Business Day preceding each Quarterly Calculation Date, the Administrative Agent shall notify the Master Issuer, the Manager, the Trustee, the Servicer and the Funding Agents of such applicable CP Rate and of the applicable interest rate for each other Advance for such Interest Accrual Period and of the amount of interest accrued on Advances during such Interest Accrual Period.
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(b) With respect to any Advance (other than one funded or maintained by a Conduit Investor through the issuance of Commercial Paper), so long as no Potential Rapid Amortization Event, Rapid Amortization Period or Event of Default has commenced and is continuing, the Master Issuer may elect that such Advance bear interest at the Eurodollar Rate for any Eurodollar Interest Accrual Period (which shall be a period with a term of, at the election of the Master Issuer subject to the proviso in the definition of Eurodollar Interest Accrual Period, one month, two months, three months or six months) while such Advance is outstanding to the extent provided in Section 3.01(a) by giving notice thereof (including notice of the Master Issuer’s election of the term for the applicable Eurodollar Interest Accrual Period) to the Funding Agents prior to 2:00 p.m. (Eastern time) on the date which is three (3) Eurodollar Business Days prior to the commencement of such Eurodollar Interest Accrual Period. If such notice is not given in a timely manner, such Advance shall bear interest at the Base Rate. Each such conversion to or continuation of Eurodollar Advances for a new Eurodollar Interest Accrual Period in accordance with this Section 3.01(b) shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof.
(c) Any outstanding Swingline Loans and Unreimbursed L/C Drawings shall bear interest at the Base Rate. By (x) 11:00 a.m. (Eastern time) on the second Business Day preceding each Quarterly Calculation Date, the Swingline Lender shall notify the Administrative Agent in reasonable detail of the amount of interest accrued on any Swingline Loans during the Interest Accrual Period ending on such date and the L/C Provider shall notify the Administrative Agent in reasonable detail of the amount of interest accrued on any Unreimbursed L/C Drawings during such Interest Accrual Period and the amount of fees accrued on any Undrawn L/C Face Amounts during such Interest Accrual Period and (y) 3:00 p.m. (Eastern time) on such date, the Administrative Agent shall notify the Servicer, the Trustee, the Master Issuer and the Manager of the amount of such accrued interest and fees as set forth in such notices.
(d) All accrued interest pursuant to Sections 3.01(a) or (c) shall be due and payable in arrears on each Quarterly Payment Date in accordance with the applicable provisions of the Indenture.
(e) In addition, under the circumstances set forth in Section 3.04 of the Series 2022-1 Supplement, the Master Issuer shall pay quarterly interest in respect of the Series 2022-1 Class A-1 Outstanding Principal Amount in an amount equal to the Series 2022-1 Class A-1 Quarterly Post-Renewal Date Contingent Interest payable pursuant to such Section 3.04, subject to and in accordance with the Priority of Payments.
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(f) All computations of interest at the CP Rate and the Eurodollar Rate, all computations of Series 2022-1 Class A-1 Quarterly Post-Renewal Date Contingent Interest (other than any accruing on any Base Rate Advances) and all computations of fees shall be made on the basis of a year of 360 days and the actual number of days elapsed. All computations of interest at the Base Rate and all computations of Series 2022-1 Class A-1 Quarterly Post-Renewal Date Contingent Interest accruing on any Base Rate Advances shall be made on the basis of a 365- (or 366-, as applicable) day year and actual number of days elapsed. Whenever any payment of interest, principal or fees hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, unless specified otherwise in the Indenture, and such extension of time shall be included in the computation of the amount of interest owed. Interest shall accrue on each Advance, Swingline Loan and Unreimbursed L/C Drawing from and including the day on which it is made to but excluding the date of repayment thereof.
Section 3.02 Fees.
(a) The Master Issuer shall pay to the Administrative Agent for its own account the Administrative Agent Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, collectively, the “Administrative Agent Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(b) On each Quarterly Payment Date on or prior to the Commitment Termination Date, the Master Issuer shall, in accordance with Section 4.01, pay to each Funding Agent, for the account of the related Committed Note Purchaser(s), the Undrawn Commitment Fees (as defined in the Series 2022-1 Class A-1 VFN Fee Letter, the “Undrawn Commitment Fees”) in accordance with the terms of the Series 2022-1 Class A-1 VFN Fee Letter and subject to the Priority of Payments.
(c) The Master Issuer shall pay (i) the fees required pursuant to Section 2.07 in respect of Letters of Credit and (ii) any other fees set forth in the Series 2022-1 Class A-1 VFN Fee Letter (including the Upfront Commitment Fee and any Extension Fees (each, as defined in the Series 2022-1 Class A-1 VFN Fee Letter)), subject to the Priority of Payments.
(d) All fees payable pursuant to this Section 3.02 shall be calculated in accordance with Section 3.01(f) and paid on the date due in accordance with the applicable provisions of the Indenture. Once paid, all fees shall be nonrefundable under all circumstances other than manifest error.
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Section 3.03 Eurodollar Lending Unlawful. If any Investor or Program Support Provider shall determine that any Change in Law makes it unlawful, or any Official Body asserts that it is unlawful, for any such Person to fund or maintain any Advance as a Eurodollar Advance, the obligation of such Person to fund or maintain any such Advance as a Eurodollar Advance shall, upon such determination, forthwith be suspended until such Person shall notify the Administrative Agent, the related Funding Agent, the Manager and the Master Issuer that the circumstances causing such suspension no longer exist, and all then-outstanding Eurodollar Advances of such Person shall be automatically converted into Base Rate Advances at the end of the then-current Eurodollar Interest Accrual Period with respect thereto or sooner, if required by such law or assertion.
Section 3.04 Deposits Unavailable. If the Administrative Agent shall have determined that:
(a) by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the interest rate applicable hereunder to the Eurodollar Advances; or
(b) with respect to any interest rate otherwise applicable hereunder to any Eurodollar Advances the Eurodollar Interest Accrual Period for which has not then commenced, Investor Groups holding in the aggregate more than 50% of the Eurodollar Advances have determined that such interest rate will not adequately reflect the cost to them of funding, agreeing to fund or maintaining such Eurodollar Advances for such Eurodollar Interest Accrual Period,
then, upon notice from the Administrative Agent (which, in the case of clause (b) above, the Administrative Agent shall give upon obtaining actual knowledge that such percentage of the Investor Groups have so determined) to the Funding Agents, the Manager and the Master Issuer, the obligations of the Investors to fund or maintain any Advance as a Eurodollar Advance after the end of the then-current Eurodollar Interest Accrual Period, if any, with respect thereto shall forthwith be suspended and on the date such notice is given such Advances will convert to Base Rate Advances until the Administrative Agent has notified the Funding Agents and the Master Issuer that the circumstances causing such suspension no longer exist.
Section 3.05 Increased Costs, etc. The Master Issuer agrees to reimburse each Investor and any Program Support Provider (each, an “Affected Person”, which term, for purposes of Sections 3.07 and 3.08 and 3.09, shall also include the Swingline Lender and the L/C Issuing Bank) for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Affected Person, including reductions in the rate of return on such Affected Person’s capital, in respect of funding or maintaining (or of its obligation to fund or maintain) any Advances that arise in connection with any Change in Law, except for any Change in Law with respect to increased capital costs and Taxes which shall be governed by Sections 3.07 and 3.08, respectively (whether or not amounts are payable thereunder in respect thereof). For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof. Each such demand shall be provided to the related Funding Agent and the Master Issuer in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Affected Person for such increased cost or reduced amount of return. Such additional amounts (“Increased Costs”) shall be deposited into the Collection Account by the Master Issuer within seven (7) Business Days of receipt of such notice to be payable as Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent and by such Funding Agent directly to such Affected Person, and such notice shall, in the absence of manifest error, be conclusive and binding on the Master Issuer; provided that with respect to any notice given to the Master Issuer under this Section 3.05, the Master Issuer shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions in the rate of return (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
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Section 3.06 Funding Losses.  In the event any Affected Person shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Person to fund or maintain any portion of the principal amount of any Advance as a Eurodollar Advance) as a result of:
(a) any conversion, repayment, prepayment or redemption (for any reason, including, without limitation, as a result of any Mandatory Decrease or Voluntary Decrease, or the acceleration of the maturity of such Eurodollar Advance) of the principal amount of any Eurodollar Advance on a date other than the scheduled last day of the Eurodollar Interest Accrual Period applicable thereto;
(b) any Advance not being funded or maintained as a Eurodollar Advance after a request therefor has been made in accordance with the terms contained herein (for a reason other than the failure of such Affected Person to make an Advance after all conditions thereto have been met); or
(c) any failure of the Master Issuer to make a Mandatory Decrease or a Voluntary Decrease, prepayment or redemption with respect to any Eurodollar Advance after giving notice thereof pursuant to the applicable provisions of the Series 2022-1 Supplement;
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then, upon the written notice of any Affected Person to the related Funding Agent and the Master Issuer, the Master Issuer shall deposit into the Collection Account (within seven (7) Business Days of receipt of such notice) to be payable as Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent and such Funding Agent shall pay directly to such Affected Person such amount (“Breakage Amount” or “Series 2022-1 Class A-1 Breakage Amount”) as will (in the reasonable determination of such Affected Person) reimburse such Affected Person for such loss or expense; provided that with respect to any notice given to the Master Issuer under this Section 3.06, the Master Issuer shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the circumstances giving rise to such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Master Issuer.
Section 3.07 Increased Capital or Liquidity Costs. If any Change in Law affects or would affect the amount of capital or liquidity required or reasonably expected to be maintained by any Affected Person or any Person controlling such Affected Person and such Affected Person determines in its sole and absolute discretion that the rate of return on its or such controlling Person’s capital as a consequence of its commitment hereunder or under a Program Support Agreement or the Advances, Swingline Loans or Letters of Credit made or issued by such Affected Person is reduced to a level below that which such Affected Person or such controlling Person would have achieved but for the occurrence of any such circumstance, then, in any such case after notice from time to time by such Affected Person (or in the case of an L/C Issuing Bank, by the L/C Provider) to the related Funding Agent and the Master Issuer (or, in the case of the Swingline Lender or the L/C Provider, to the Master Issuer), the Master Issuer shall deposit into the Collection Account within seven (7) Business Days of the Master Issuer’s receipt of such notice, to be payable as Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent (or, in the case of the Swingline Lender or the L/C Provider, directly to such Person) and such Funding Agent shall pay to such Affected Person, such amounts (“Increased Capital Costs”) as will be sufficient to compensate such Affected Person or such controlling Person for such reduction in rate of return; provided that with respect to any notice given to the Master Issuer under this Section 3.07, the Master Issuer shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand if the relevant Affected Person knew or could reasonably have been expected to know of the Change in Law (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). A statement of such Affected Person as to any such additional amount or amounts (including calculations thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Master Issuer. In determining such additional amount, such Affected Person may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable so long as it applies such method to other similar transactions. For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof.
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Section 3.08 Taxes.
(a) Except as otherwise required by law, all payments by the Master Issuer of principal of, and interest on, the Advances, the Swingline Loans and the L/C Obligations and all other amounts payable hereunder (including fees) shall be made free and clear of and without deduction or withholding for or on account of any present or future income, excise, documentary, property, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges in the nature of a tax imposed by any taxing authority including all interest, penalties or additions to tax and other liabilities with respect thereto (all such taxes, fees, duties, withholdings and other charges, and including all interest, penalties or additions to tax and other liabilities with respect thereto, being called “Taxes”), but excluding in the case of any Affected Person (i) net income, franchise (imposed in lieu of net income) or similar Taxes (and including branch profits or alternative minimum Taxes) and any other Taxes imposed or levied on the Affected Person as a result of a connection between the Affected Person and the jurisdiction of the Governmental Authority imposing such Taxes (or any political subdivision or taxing authority thereof or therein) (other than any such connection arising solely from such Affected Person having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Related Document), (ii) with respect to any Affected Person organized under the laws of a jurisdiction other than the United States or any state of the United States (“Foreign Affected Person”), any withholding Tax that is imposed on amounts payable to the Foreign Affected Person at the time the Foreign Affected Person becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Affected Person (or its assignor, if any) was already entitled, at the time of the designation of the new lending office (or assignment), to receive additional amounts from the Master Issuer with respect to withholding Tax, (iii) with respect to any Affected Person, any Taxes imposed under FATCA, (iv) any backup withholding Tax and (v) with respect to any Affected Person, any Taxes imposed as a result of such Affected Person’s failure to comply with Section 3.08(d) (such Taxes not excluded by (i), (ii), (iii) and (iv) above being called “Non-Excluded Taxes”). If any Taxes are imposed and required by law to be withheld or deducted from any amount payable by the Master Issuer hereunder to an Affected Person, then, if such Taxes are Non-Excluded Taxes, (x) the amount of the payment shall be increased so that such payment is made, after withholding or deduction for or on account of such Non-Excluded Taxes, in an amount that is not less than the amount equal to the sum that would have been received by the Affected Person had no such deduction or withholding been required and (y) the Master Issuer shall withhold the amount of such Taxes from such payment (as increased, if applicable, pursuant to the preceding clause (x)) and shall pay such amount, subject to and in accordance with the Priority of Payments, to the taxing authority imposing such Taxes in accordance with applicable law.
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(b) Moreover, if any Non-Excluded Taxes are directly asserted against any Affected Person with respect to any payment received by such Affected Person from the Master Issuer or otherwise in respect of any Related Document or the transactions contemplated therein, such Affected Person may pay such Non-Excluded Taxes and the Master Issuer will, within fifteen (15) Business Days of the related Funding Agent’s and Master Issuer’s receipt of written notice stating the amount of such Non-Excluded Taxes (including the calculation thereof in reasonable detail), deposit into the Collection Account, to be distributed as Class A-1 Notes Other Amounts, subject to and in accordance with the Priority of Payments, to the Administrative Agent and by the Administrative Agent to such Funding Agent and by such Funding Agent directly to such Affected Persons, such additional amounts (collectively, “Increased Tax Costs,” which term shall include all amounts payable by or on behalf of the Master Issuer pursuant to this Section 3.08) as is necessary in order that the net amount received by such Affected Person after the payment of such Non-Excluded Taxes (including any Non-Excluded Taxes on such Increased Tax Costs) shall equal the amount such Person would have retained had no such Non-Excluded Taxes been asserted. Any amount payable to an Affected Person under this Section 3.08 shall be reduced by, and Increased Tax Costs shall not include, the amount of incremental damages (including Taxes) due or payable by the Master Issuer as a direct result of such Affected Person’s failure to demand from the Master Issuer additional amounts pursuant to this Section 3.08 within 180 days from the date on which the related Non-Excluded Taxes were incurred.
(c) As promptly as practicable after the payment of any Taxes, and in any event within thirty (30) days of any such payment being due, the Master Issuer shall furnish to each applicable Affected Person or its agents a certified copy of an official receipt (or other documentary evidence satisfactory to such Affected Person and agents) evidencing the payment of such Taxes.
(d) Each Affected Person, on or prior to the date it becomes a party to this Agreement (and from time to time thereafter as soon as practicable after the obsolescence or invalidity of any form or document previously delivered or within a reasonable period of time following a written request by the Master Issuer), shall deliver to the Master Issuer and the Administrative Agent a U.S. Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, Form W-8IMY or Form W-9, as applicable, or applicable successor form, or such other forms or documents (or successor forms or documents), appropriately completed and executed, as may be applicable, as will permit the Master Issuer or the Administrative Agent to establish the extent to which a payment to such Affected Person is exempt from, or eligible for a reduced rate of, United States federal withholding Taxes (including withholding pursuant to FATCA) and to determine whether or not such Affected Person is subject to backup withholding or information reporting requirements. Promptly following the receipt of a written request by the Master Issuer or the Administrative Agent, each Affected Person shall deliver to the Master Issuer and the Administrative Agent any other forms or documents (or successor forms or documents), appropriately completed and executed, as may be applicable to establish the extent to which a payment to such Affected Person is exempt from withholding or deduction of Non-Excluded Taxes other than United States federal withholding Taxes, including but not limited to, such information necessary to claim the benefits of the exemption for portfolio interest under section 881(c) of the Code. The Master Issuer and the Administrative Agent (or other withholding agent selected by the Master Issuer) may rely on any form or document provided pursuant to this Section 3.08(d) until notified otherwise by the Affected Person that delivered such form or document. Notwithstanding anything to the contrary, no Affected Person shall be required to deliver any documentation that it is not legally eligible to deliver as a result of a change in applicable law after the time the Affected Person becomes a party to this Agreement (or designates a new lending office).
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(e) The Administrative Agent, Trustee, Paying Agent or any other withholding agent may deduct and withhold any Taxes required by any laws to be deducted and withheld from any payments pursuant to this Agreement.
(f) If any Governmental Authority asserts that the Master Issuer or the Administrative Agent or other withholding agent did not properly withhold or backup withhold, as the case may be, any Taxes from payments made to or for the account of any Affected Person, then to the extent such improper withholding or backup withholding was directly caused by such Affected Person’s actions or inactions, such Affected Person shall indemnify the Master Issuer, Trustee, Paying Agent and the Administrative Agent for any Taxes imposed by any jurisdiction on the amounts payable to the Master Issuer and the Administrative Agent under this Section 3.08, and costs and expenses (including attorney costs) of the Master Issuer, Trustee, Paying Agent and the Administrative Agent. The obligation of the Affected Persons, severally, under this Section 3.08 shall survive any assignment of rights by, or the replacement of, an Affected Person or the termination of the aggregate Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.
(g) Prior to the Closing Date, the Administrative Agent shall provide the Master Issuer with a properly executed and completed U.S. Internal Revenue Service Form W-8IMY or W-9, as appropriate.
(h) If an Affected Person determines, in its sole reasonable discretion, that it has received a refund of any Non-Excluded Taxes as to which it has been indemnified pursuant to this Section 3.08 or as to which it has been paid additional amounts pursuant to this Section 3.08, it shall promptly notify the Master Issuer and the Manager in writing of such refund and shall, within 30 days after receipt of a written request from the Master Issuer, pay over such refund to the Master Issuer (but only to the extent of indemnity payments made or additional amounts paid to such Affected Person under this Section 3.08 with respect to the Non-Excluded Taxes giving rise to such refund), net of all out-of-pocket expenses (including the net amount of Taxes, if any, imposed on or with respect to such refund or payment) of the Affected Person and without interest (other than any interest paid by the relevant taxing authority that is directly attributable to such refund of such Non-Excluded Taxes); provided that the Master Issuer, immediately upon the request of the Affected Person to the Master Issuer (which request shall include a calculation in reasonable detail of the amount to be repaid) agrees to repay the amount of the refund (and any applicable interest) (plus any penalties, interest or other charges imposed by the relevant taxing authority with respect to such amount) to the Affected Person in the event the Affected Person or any other Person is required to repay such refund to such taxing authority. This Section 3.08 shall not be construed to require the Affected Person to make available its Tax returns (or any other information relating to its Taxes that it reasonably deems confidential) to the Master Issuer or any other Person.
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Section 3.09 Change of Lending Office.  Each Committed Note Purchaser agrees that, upon the occurrence of any event giving rise to the operation of Sections 3.05 or 3.07 or the payment of additional amounts under Sections 3.08(a) or (b), in each case with respect to an Affected Person in such Committed Note Purchaser’s Investor Group, it will, if requested by the Master Issuer, use reasonable efforts (subject to overall policy considerations of such Committed Note Purchaser) to designate, or cause the designation of, another lending office for any Advances affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole judgment of such Committed Note Purchaser, cause such Committed Note Purchaser and its lending office(s) or the related Affected Person to suffer no economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 3.09 shall affect or postpone any of the obligations of the Master Issuer or the rights of any Committed Note Purchaser pursuant to Sections 3.05, 3.07 and 3.08. If a Committed Note Purchaser notifies the Master Issuer in writing that such Committed Note Purchaser will be unable to designate, or cause the designation of, another lending office, the Master Issuer may replace every member (but not any subset thereof) of such Committed Note Purchaser’s entire Investor Group by giving written notice to each member of such Investor Group and the Administrative Agent designating one or more Persons that are willing and able to purchase each member of such Investor Group’s rights and obligations under this Agreement for a purchase price that, with respect to each such member of such Investor Group, shall equal the amount owed to each such member of such Investor Group with respect to the Series 2022-1 Class A-1 Advance Notes (whether arising under the Indenture, this Agreement, the Series 2022-1 Class A-1 Advance Notes or otherwise). Upon receipt of such written notice, each member of such Investor Group shall assign its rights and obligations under this Agreement pursuant to and in accordance with Sections 9.17(a), (b) and (c), as applicable, in consideration for such purchase price and at the reasonable expense of the Master Issuer (including, without limitation, the reasonable documented fees and out-of-pocket expenses of counsel to each such member); provided, however, that no member of such Investor Group shall be obligated to assign any of its rights and obligations under this Agreement if the purchase price to be paid to such member is not at least equal to the amount owed to such member with respect to the Series 2022-1 Class A-1 Advance Notes (whether arising under the Indenture, this Agreement, the Series 2022-1 Class A-1 Advance Notes or otherwise).
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Section 3.10 Benchmark Replacement Setting.
(a) Notwithstanding anything to the contrary herein or in any other Related Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Master Issuer may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Investors and the Master Issuer so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Investors comprising the Required Investor Groups  (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met). No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.10(a) will occur prior to the applicable Benchmark Transition Start Date.
(b) In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Related Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Related Document.
(c) The Administrative Agent will promptly notify the Master Issuer and the Investors of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement.  The Administrative Agent will promptly notify the Master Issuer of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.10(d). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Investor (or group of Investors) pursuant to this Section 3.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Related Document, except, in each case, as expressly required pursuant to this Section 3.10.
(d) Notwithstanding anything to the contrary herein or in any other Related Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Eurodollar Interest  Accrual Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Eurodollar Interest  Accrual Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
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(e) Upon the Master Issuer’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Master Issuer may revoke any pending request for a borrowing of, conversion to or continuation of any Eurodollar Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Master Issuer will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advances. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.
Section 3.11 SOFR Conforming Changes. In connection with the use, administration of, or conventions associated with, Term SOFR and the Term SOFR Reference Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Related Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Related Document. The Administrative Agent will reasonably promptly notify the Master Issuer and the Investors of the effectiveness of any such Conforming Changes.
Section 3.12 Disclaimer. Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the continuation of, administration of, submission of, calculation of, or any other matter related to “Base Rate”, “SOFR”, “Term SOFR”, the “Term SOFR Reference Rate” or “Adjusted Term SOFR”, any component definition thereof or rates referenced in the definition thereof or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any then-current Benchmark or any Benchmark Replacement, (ii) any alternative, successor or replacement rate implemented pursuant to Section 3.10, whether upon the occurrence of a Benchmark Transition Event and (iii) the effect, implementation or composition of any Conforming Changes, including without limitation, (A) whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as Base Rate, the existing Benchmark or any subsequent Replacement Benchmark prior to its discontinuance or unavailability (including Term SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or any other Benchmark), and (B) the impact or effect of such alternative, successor or replacement reference rate or Conforming Changes on any other financial products or agreements in effect or offered by or to the Master Issuer, any Guarantor or Investor or any of their respective Affiliates). Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Base Rate or any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Master Issuer, any Investor or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate or any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Master Issuer.
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Section 3.13 Reaffirmation.  The Master Issuer and each Guarantor (including those that that become party hereto after the date hereof), in its respective capacity as the Master Issuer, a Guarantor, debtor, obligor, grantor, pledgor, assignor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Related Document, hereby acknowledges and agrees to be bound by the provisions of Section 3.10 (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Conforming Changes: (i) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Agreement or any other Related Document shall continue, be ratified and be affirmed, and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired and (iii) the Related Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, each of the Master Issuer and each Guarantor hereby fully waives any requirements to notify the Master Issuer or such Guarantor, as applicable, of any Conforming Changes (except as expressly provided in Section 3.10). From time to time, the Master Issuer and each Guarantor shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of Section 3.10, or of renewing, continuing, reaffirming or ratifying the rights of Administrative Agent, and the other Secured Parties with respect to the Master Issuer’s or Guarantor’s obligations or the Collateral.
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ARTICLE IV
OTHER PAYMENT TERMS
Section 4.01 Time and Method of Payment (Amounts Distributed by the Administrative Agent).  Except as otherwise provided in Section 4.02, all amounts payable to any Funding Agent or Investor hereunder or with respect to the Series 2022-1 Class A-1 Advance Notes shall be made to the Administrative Agent for the benefit of the applicable Person, by wire transfer of immediately available funds in Dollars not later than 3:00 p.m. (Eastern time) on the date due. The Administrative Agent will promptly, and in any event by 5:00 p.m. (Eastern time) on the same Business Day as its receipt or deemed receipt of the same, distribute to the applicable Funding Agent for the benefit of the applicable Person, or upon the order of the applicable Funding Agent for the benefit of the applicable Person, its pro rata share (or other applicable share as provided herein) of such payment by wire transfer in like funds as received.
Except as otherwise provided in Section 2.07 and Section 4.02, all amounts payable to the Swingline Lender or the L/C Provider hereunder or with respect to the Swingline Loans and L/C Obligations shall be made to or upon the order of the Swingline Lender or the L/C Provider, respectively, by wire transfer of immediately available funds in Dollars not later than 3:00 p.m. (Eastern time) on the date due. Any funds received after that time on such date will be deemed to have been received on the next Business Day.
The Master Issuer’s obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Master Issuer to the Administrative Agent as provided herein or by the Trustee or Paying Agent in accordance with Section 4.02, whether or not such funds are properly applied by the Administrative Agent or by the Trustee or Paying Agent. The Administrative Agent’s obligations hereunder in respect of any amounts payable to any Investor shall be discharged to the extent funds are disbursed by the Administrative Agent to the applicable Funding Agent as provided herein whether or not such funds are properly applied by such Funding Agent.
Section 4.02 Order of Distributions (Amounts Distributed by the Trustee or the Paying Agent). (a) Subject to Section 9.18(c)(ii), any amounts deposited into the Series 2022-1 Class A-1 Distribution Account (including amounts in respect of accrued interest, letter of credit fees or undrawn commitment fees but excluding amounts allocated for the purpose of reducing the Series 2022-1 Class A-1 Outstanding Principal Amount shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture and in the manner provided therein, ratably to the Series 2022-1 Class A-1 Noteholders of record on the applicable Record Date in respect of the amounts due to such payees at each applicable level of the Priority of Payments, in accordance with the applicable Quarterly Noteholders’ Report or the written report provided to the Trustee pursuant to Section 2.02(b) of the Series 2022-1 Supplement, as applicable.
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(b)  Subject to Section 9.18(c)(ii), any amounts deposited into the Series 2022-1 Class A-1 Distribution Account for the purpose of reducing the Series 2022-1 Class A-1 Outstanding Principal Amount shall be distributed by the Trustee or the Paying Agent, as applicable, on the date due and payable under the Indenture and in the manner provided therein, to the Series 2022-1 Class A-1 Noteholders of record on the applicable Record Date, in the following order of priority (which the Master Issuer shall cause to be set forth in the applicable Quarterly Noteholders’ Report or the written report provided to the Trustee pursuant to Section 2.02(b) of the Series 2022-1 Supplement, as applicable): first, to the Swingline Lender and the L/C Provider in respect of outstanding Swingline Loans and Unreimbursed L/C Drawings, to the extent Unreimbursed Drawings cannot be reimbursed pursuant to Section 2.08, ratably in proportion to the respective amounts due to such payees; second, to the other Series 2022-1 Class A-1 Noteholders in respect of their outstanding Advances, ratably in proportion thereto; and, third, any balance remaining of such amounts (up to an aggregate amount not to exceed the amount of Undrawn L/C Face Amounts at such time) shall be paid to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03(b).
(c)  Any amounts distributed to the Administrative Agent pursuant to the Priority of Payments in respect of any other amounts related to the Class A-1 Notes shall be distributed by the Administrative Agent in accordance with Section 4.01 on the date such amounts are due and payable hereunder to the applicable Series 2022-1 Class A-1 Noteholders and/or the Administrative Agent for its own account, as applicable, ratably in proportion to the respective aggregate of such amounts due to such payees.
Section 4.03 L/C Cash Collateral. (a) If (i) as of five (5) Business Days prior to the Commitment Termination Date, any Undrawn L/C Face Amounts remain in effect, the Master Issuer shall either (i) provide cash collateral (in an aggregate amount equal to the amount of Undrawn L/C Face Amounts at such time, to the extent that such amount of cash collateral has not been provided pursuant to Sections 4.02(b) or 9.18(c)(ii)) to the L/C Provider, to be deposited by the L/C Provider into a cash collateral account in the name of the L/C Provider in accordance with Section 4.03(b) or (ii) make other arrangements with respect thereto as may be satisfactory to the L/C Provider in its sole and absolute discretion.
(b) All amounts to be deposited in a cash collateral account pursuant to Section 4.02(b), Section 4.03(a) or Section 9.18(c)(ii) shall be held by the L/C Provider as collateral to secure the Master Issuer’s Reimbursement Obligations with respect to any outstanding Letters of Credit. The L/C Provider shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposit in Eligible Investments, which investments shall be made at the written direction, and at the risk and expense, of the Master Issuer (provided that if an Event of Default has occurred and is continuing, such investments shall be made solely at the option and sole discretion of the L/C Provider), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and all Taxes on such amounts shall be payable by the Master Issuer. Moneys in such account shall automatically be applied by such L/C Provider to reimburse it for any Unreimbursed L/C Drawings. Upon expiration of all then-outstanding Letters of Credit and payment in full of all Unreimbursed L/C Drawings, any balance remaining in such account shall be paid over (i) if the Base Indenture and any Series Supplement remain in effect, to the Trustee to be deposited into the Collection Account and distributed in accordance with the terms of the Base Indenture and (ii) otherwise to the Master Issuer; provided that, upon an Investor ceasing to be a Defaulting Investor in accordance with Section 9.18(d), any amounts of cash collateral provided pursuant to Section 9.18(c)(ii) upon such Investor becoming a Defaulting Investor shall be released and applied as such amounts would have been applied had such Investor not become a Defaulting Investor.
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Section 4.04 Alternative Arrangements with Respect to Letters of Credit. Notwithstanding any other provision of this Agreement or any Related Document, a Letter of Credit (other than an Interest Reserve Letter of Credit) shall cease to be deemed outstanding for all purposes of this Agreement and each other Related Document if and to the extent that provisions, in form and substance satisfactory to the L/C Provider (and, if the L/C Provider is not the L/C Issuing Bank with respect to such Letter of Credit, the L/C Issuing Bank) in its sole and absolute discretion, have been made with respect to such Letter of Credit such that the L/C Provider (and, if applicable, the L/C Issuing Bank) has agreed in writing, with a copy of such agreement delivered to the Administrative Agent, the Control Party, the Trustee and the Master Issuer, that such Letter of Credit shall be deemed to be no longer outstanding hereunder, in which event such Letter of Credit shall cease to be a “Letter of Credit” as such term is used herein and in the Related Documents.
ARTICLE V
THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS
Section 5.01 Authorization and Action of the Administrative Agent. Each of the Lender Parties and the Funding Agents hereby designates and appoints Coöperatieve Rabobank U.A., New York Branch, as the Administrative Agent hereunder, and hereby authorizes the Administrative Agent to take such actions as agent on their behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender Party or any Funding Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist for the Administrative Agent. In performing its functions and duties hereunder, the Administrative Agent shall act solely as agent for the Lender Parties and the Funding Agents and does not assume, nor shall it be deemed to have assumed, any obligation or relationship of trust or agency with or for the Master Issuer or any of its successors or assigns. The provisions of this Article (other than the rights of the Master Issuer set forth in Section 5.07) are solely for the benefit of the Administrative Agent, the Lender Parties and the Funding Agents, and the Master Issuer shall not have any rights as a third-party beneficiary of any such provisions. The Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, exposes the Administrative Agent to personal liability or that is contrary to this Agreement or any Requirement of Law. The appointment and authority of the Administrative Agent hereunder shall terminate upon the indefeasible payment in full of the Series 2022-1 Class A-1 Notes and all other amounts owed by the Master Issuer hereunder to the Administrative Agent, all members of the Investor Groups, the Swingline Lender and the L/C Provider (the “Aggregate Unpaids”) and termination in full of all Commitments and the Swingline Commitment and the L/C Commitment.
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Section 5.02 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The exculpatory provisions of this Article shall apply to any such agents or attorneys-in-fact and shall apply to their respective activities as Administrative Agent. The Administrative Agent shall not be responsible for the actions of any agents or attorneys-in-fact selected by it in good faith.
Section 5.03 Exculpatory Provisions. None of the Administrative Agent or any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment), or (b) responsible in any manner to any Lender Party or any Funding Agent for any recitals, statements, representations or warranties made by the Master Issuer contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the due execution, legality, value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Master Issuer to perform its obligations hereunder, or for the satisfaction of any condition specified in Article VII. The Administrative Agent shall not be under any obligation to any Investor or any Funding Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Master Issuer. The Administrative Agent shall not be deemed to have knowledge of any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default unless the Administrative Agent has received notice in writing of such event from the Master Issuer, any Lender Party or any Funding Agent.
Section 5.04 Reliance. The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Master Issuer), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of any Lender Party or any Funding Agent as it deems appropriate or it shall first be indemnified to its satisfaction by any Lender Party or any Funding Agent; provided that unless and until the Administrative Agent shall have received such advice, the Administrative Agent may take or refrain from taking any action, as the Administrative Agent shall deem advisable and in the best interests of the Lender Parties and the Funding Agents. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of Investor Groups holding more than 50% of the Commitments and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lender Parties and the Funding Agents.
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Section 5.05 Non-Reliance on the Administrative Agent and Other Purchasers.  Each of the Lender Parties and the Funding Agents expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of the Master Issuer, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each of the Lender Parties and the Funding Agents represents and warrants to the Administrative Agent that it has and will, independently and without reliance upon the Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Master Issuer and made its own decision to enter into this Agreement.
Section 5.06 The Administrative Agent in its Individual Capacity. The Administrative Agent and any of its Affiliates may make loans to, accept deposits from, and generally engage in any kind of business with the Master Issuer or any Affiliate of the Master Issuer as though the Administrative Agent were not the Administrative Agent hereunder.
Section 5.07 Successor Administrative Agent; Defaulting Administrative Agent.
(a) The Administrative Agent may, upon 30 days' notice to the Master Issuer and each of the Lender Parties and the Funding Agents, and the Administrative Agent shall, upon the direction of Investor Groups holding 100% of the Commitments (excluding any Commitments held by Defaulting Investors), resign as Administrative Agent. If the Administrative Agent shall resign, then the Required Investor Groups (excluding any Commitments are held by the resigning Administrative Agent or its Affiliates, and if all Commitments are held by the resigning Administrative Agent or its Affiliates, then the Master Issuer), during such 30-day period, shall appoint a successor administrative agent, subject to the consent of (i) the Master Issuer, at all times other than while an Event of Default has occurred and is continuing (which consent of the Master Issuer shall not be unreasonably withheld or delayed) and (ii) the Control Party (which consent of the Control Party shall not be unreasonably withheld or delayed); provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met under this Section 5.07(a). If for any reason no successor Administrative Agent is appointed by the Investor Groups during such 30-day period, then, effective upon the expiration of such 30-day period, the Master Issuer shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith (including, without limitation, the Series 2022-1 Class A-1 VFN Fee Letter) directly to the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, and the Master Issuer for all purposes shall deal directly with the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, until such time, if any, as a successor administrative agent is appointed as provided above, and the Master Issuer shall instruct the Trustee in writing accordingly. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.
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(b) The Master Issuer may, upon the occurrence of any of the following events (any such event, a “Defaulting Administrative Agent Event”) and with the consent of the Required Investor Groups, remove the Administrative Agent and, upon such removal, the Required Investor Groups (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met under this Section 5.07(b)) shall appoint a successor administrative agent, subject to the consent of (x) the Master Issuer, at all times other than while an Event of Default has occurred and is continuing (which consent of the Master Issuer shall not be unreasonably withheld or delayed) and (y) the Control Party (which consent of the Control Party shall not be unreasonably withheld or delayed): (i) an Event of Bankruptcy with respect to the Administrative Agent; (ii) if the Person acting as Administrative Agent or an Affiliate thereof is also an Investor, any other event pursuant to which such Person becomes a Defaulting Investor; (iii) the failure by the Administrative Agent to pay or remit any funds required to be remitted when due (in each case, if amounts are available for payment or remittance in accordance with the terms of this Agreement for application to the payment or remittance thereof) which continues for two (2) Business Days after such funds were required to be paid or remitted; (iv) any representation, warranty, certification or statement made by the Administrative Agent under this Agreement or in any agreement, certificate, report or other document furnished by the Administrative Agent proves to have been false or misleading in any material respect as of the time made or deemed made, and if such representation, warranty, certification or statement is susceptible of remedy in all material respects, is not remedied within thirty (30) calendar days after knowledge thereof or notice by the Master Issuer to the Administrative Agent, and if not susceptible of remedy in all material respects, upon notice by the Master Issuer to the Administrative Agent or (v) any act constituting the gross negligence or willful misconduct of the Administrative Agent. If for any reason no successor Administrative Agent is appointed by the Investor Groups within 30 days of the Administrative Agent’s removal pursuant to the immediately preceding sentence, then, effective upon the expiration of such 30-day period, the Master Issuer shall make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith (including, without limitation, the Series 2022-1 Class A-1 VFN Fee Letter) directly to the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, and the Master Issuer for all purposes shall deal directly with the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, until such time, if any, as a successor administrative agent is appointed as provided above, and the Master Issuer shall instruct the Trustee in writing accordingly. After any Administrative Agent’s removal hereunder as Administrative Agent, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.
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(c) If a Defaulting Administrative Agent Event has occurred and is continuing, the Master Issuer may make all payments in respect of the Aggregate Unpaids or under any fee letter delivered in connection herewith (including, without limitation, the Series 2022-1 Class A-1 VFN Fee Letter) directly to the Funding Agents or the Swingline Lender or the L/C Provider, as applicable, and the Master Issuer for all purposes may deal directly with the Funding Agents or the Swingline Lender or the L/C Provider, as applicable.
Section 5.08 Authorization and Action of Funding Agents. Each Investor is hereby deemed to have designated and appointed its related Funding Agent set forth next to such Investor’s name on Schedule I (or identified as such Investor’s Funding Agent pursuant to any applicable Assignment and Assumption Agreement or Investor Group Supplement) as the agent of such Person hereunder, and hereby authorizes such Funding Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to such Funding Agent by the terms of this Agreement together with such powers as are reasonably incidental thereto. Each Funding Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with the related Investor Group, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Funding Agent shall be read into this Agreement or otherwise exist for such Funding Agent. In performing its functions and duties hereunder, each Funding Agent shall act solely as agent for the related Investor Group and does not assume, nor shall it be deemed to have assumed, any obligation or relationship of trust or agency with or for the Master Issuer, any of its successors or assigns or any other Person. Each Funding Agent shall not be required to take any action that exposes such Funding Agent to personal liability or that is contrary to this Agreement or any Requirement of Law. The appointment and authority of the Funding Agents hereunder shall terminate upon the indefeasible payment in full of the Aggregate Unpaids of the Investor Groups and the termination in full of all the Commitments.
Section 5.09 Delegation of Duties. Each Funding Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Funding Agent shall not be responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it in good faith.
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Section 5.10 Exculpatory Provisions. Each Funding Agent and its Affiliates, and each of their directors, officers, agents or employees shall not be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to the related Investor Group for any recitals, statements, representations or warranties made by the Master Issuer contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Master Issuer to perform its obligations hereunder, or for the satisfaction of any condition specified in Article VII. Each Funding Agent shall not be under any obligation to the related Investor Group to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Master Issuer. Each Funding Agent shall not be deemed to have knowledge of any Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default unless such Funding Agent has received notice of such event from the Master Issuer or any member of the related Investor Group.
Section 5.11 Reliance. Each Funding Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of the Administrative Agent and legal counsel (including, without limitation, counsel to the Master Issuer), independent accountants and other experts selected by such Funding Agent. Each Funding Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the related Investor Group as it deems appropriate or it shall first be indemnified to its satisfaction by the related Investor Group; provided that unless and until such Funding Agent shall have received such advice, such Funding Agent may take or refrain from taking any action, as such Funding Agent shall deem advisable and in the best interests of the related Investor Group. Each Funding Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the related Investor Group and such request and any action taken or failure to act pursuant thereto shall be binding upon the related Investor Group.
Section 5.12 Non-Reliance on the Funding Agent and Other Purchasers. The related Investor Group expressly acknowledges that its Funding Agent and any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has not made any representations or warranties to it and that no act by such Funding Agent hereafter taken, including, without limitation, any review of the affairs of the Master Issuer, shall be deemed to constitute any representation or warranty by such Funding Agent. The related Investor Group represents and warrants to such Funding Agent that it has and will, independently and without reliance upon such Funding Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Master Issuer and made its own decision to enter into this Agreement.
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Section 5.13 The Funding Agent in its Individual Capacity. Each Funding Agent and any of its Affiliates may make loans to, accept deposits from, and generally engage in any kind of business with the Master Issuer or any Affiliate of the Master Issuer as though such Funding Agent were not a Funding Agent hereunder.
Section 5.14 Successor Funding Agent. Each Funding Agent will, upon the direction of the related Investor Group, resign as such Funding Agent. If such Funding Agent shall resign, then the related Investor Group shall appoint an Affiliate of a member of the related Investor Group as a successor funding agent (it being understood that such resignation shall not be effective until such successor is appointed). After any retiring Funding Agent’s resignation hereunder as Funding Agent, subject to the limitations set forth herein, the provisions of Section 9.05 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Funding Agent under this Agreement.
Section 5.15 Erroneous Payments.
(a) If the Administrative Agent (x) notifies an Investor or any Person who has received funds on behalf of a Lender Party (any such Lender Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender Party or other Payment Recipient on its behalf)  (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
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(b) Without limiting immediately preceding clause (a), each Lender Party or any Person who has received funds on behalf of a Lender Party hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender Party or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) in the case of immediately preceding clause (z), an error has been made, in each case, with respect to such payment, prepayment or repayment; and
(ii) such Lender Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 5.15(b).
(c) Each Lender Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender Party under any Related Document, or otherwise payable or distributable by the Administrative Agent to such Lender Party from any source, against any amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.
(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender Party that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf)  (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Lender at any time, (i) such Lender Party shall be deemed to have assigned its Advances (but not its Commitments) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Advances (but not Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Master Issuer) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender Party shall become a Lender Party, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender Party shall cease to be a Lender Party hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender Party and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Advances subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Advances acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender Party shall be reduced by the net proceeds of the sale of such Advance (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender Party (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender Party and such Commitments shall remain available in accordance with the terms of this Agreement.  In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold an Advance (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender Party under the Related Documents with respect to each Erroneous Payment Return Deficiency.
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(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Master Issuer or Guarantors, except, in each case, to the extent (i) such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent  from  the  Master  Issuer  or  any  Guarantor  for  the  purpose  of  paying any Obligations and (ii) such Erroneous Payment is not otherwise returned to the Master Issuer or such Guarantor.
(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine or defense.
(g) Each party’s obligations, agreements and waivers under this Section 5.15 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender Party, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Related Document.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
Section 6.01 The Master Issuer and Guarantors. The Master Issuer and the Guarantors jointly and severally represent and warrant to the Administrative Agent and each Lender Party, as of the date of this Agreement, as of the Closing Date and as of the date of each Advance made hereunder, that:
(a) each of their representations and warranties made in favor of the Trustee or the Noteholders in the Indenture and the other Related Documents (other than a Related Document relating solely to a Series of Notes other than the Series 2022-1 Notes) is true and correct (i) if not qualified as to materiality or Material Adverse Effect, in all material respects and (ii) if qualified as to materiality or Material Adverse Effect, in all respects, as of the date originally made, as of the date hereof and as of the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date);
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(b) no Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default has occurred and is continuing;
(c) neither they nor or any of their Affiliates, have, directly or through an agent, engaged in any form of general solicitation or general advertising in connection with the offering of the Series 2022-1 Class A-1 Notes under the 1933 Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the 1933 Act, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; provided that no representation or warranty is made with respect to the Lender Parties and their Affiliates; and neither the Master Issuer nor any of its Affiliates has entered into any contractual arrangement with respect to the distribution of the Series 2022-1 Class A-1 Notes, except for this Agreement and the other Related Documents, and the Master Issuer will not enter into any such arrangement;
(d) neither they nor any of their Affiliates have, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the 1933 Act) that is or will be integrated with the sale of the Series 2022-1 Class A-1 Notes in a manner that would require the registration of the Series 2022-1 Class A-1 Notes under the 1933 Act;
(e) assuming the representations and warranties of each Lender Party set forth in Section 6.03 are true and correct, the offer and sale of the Series 2022-1 Class A-1 Notes in the manner contemplated by this Agreement is a transaction exempt from the registration requirements of the 1933 Act, and the Base Indenture is not required to be qualified under the United States Trust Indenture Act of 1939, as amended;
(f) the Master Issuer has made available to the Administrative Agent and each Funding Agent true, accurate and complete copies of all other Related Documents (excluding Series Supplements and other Related Documents relating solely to a Series of Notes other than the Series 2022-1 Notes) to which they are a party as of the Closing Date, all of which Related Documents are in full force and effect in all material respects as of the Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date, other than such amendments, modifications or waivers about which the Master Issuer has informed each Funding Agent, the Swingline Lender and the L/C Provider;
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(g) the Master Issuer is not an “investment company” as defined in Section 3(a)(1) of the 1940 Act, and therefore has no need (x) to rely solely on the exemption from the definition of “investment company” set forth in Section 3(c)(1) and/or Section 3(c)(7) of the 1940 Act or (y) to be entitled to the benefit of the exclusion for loan securitizations in the Volcker Rule under 10 C.F.R. 248.10(c)(8), and the Master Issuer is not a “covered fund” for purposes of the Volcker Rule;
(h) none of the Master Issuer, any Guarantor or any of their Affiliates is in violation of any Anti-Terrorism Laws, Anti-Corruption Laws, or Sanctions or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Laws, Anti-Corruption Laws, or Sanctions; nor are the Master Issuer, any Guarantor or any of their Affiliates or any director, officer, employee, agent or affiliate of the Master Issuer, any Guarantor or any of their Affiliates is a Person (each such Person, a “Sanctioned Person”) that is, or is owned or controlled by Persons that are:  (i) the subject of any Sanctions, or (ii) located, organized or resident in a region, country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, currently the Region of Crimea, Cuba, Iran, North Korea, Sudan and Syria; and
(i) neither the Master Issuer nor any Guarantor is classified as an association taxable as a corporation  for U.S. federal income tax purposes.
Section 6.02 The Manager. The Manager represents and warrants to the Administrative Agent and each Lender Party as of the date of this Agreement, as of the Closing Date and as of the date of each Advance made hereunder, that (i) no Manager Termination Event has occurred and is continuing and (ii) each representation and warranty made by it in any Related Document (other than a Related Document relating solely to a Series of Notes other than the Series 2022-1 Notes) to which it is a party (including any representations and warranties made by it in its capacity as Manager) is true and correct (a) if not qualified as to materiality or Material Adverse Effect, in all material respects and (b) if qualified as to materiality or Material Adverse Effect, in all respects as of the date originally made, as of the date hereof and as of the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).
Section 6.03 Lender Parties. Each of the Lender Parties represents and warrants to the Master Issuer and the Manager as of the date hereof (or, in the case of a successor or assign of an Investor, as of the subsequent date on which such successor or assign shall become or be deemed to become a party hereto) that:
(a) it has had an opportunity to discuss the Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase of the Series 2022-1 Class A-1 Notes, with the Master Issuer and the Manager and their respective representatives;
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(b) it is an “accredited investor” and “qualified institutional buyer” within the meaning of Rules 501 and 144A, respectively, under the 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2022-1 Class A-1 Notes;
(c) it is purchasing the Series 2022-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act that meet the criteria described in clause (b) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the 1933 Act, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the 1933 Act, or the rules and regulations promulgated thereunder, with respect to the Series 2022-1 Class A-1 Notes;
(d) it understands that (i) the Series 2022-1 Class A-1 Notes have not been and will not be registered or qualified under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Master Issuer, (ii) the Master Issuer is not required to register the Series 2022-1 Class A-1 Notes under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction, (iii) any permitted transferee hereunder must meet the criteria in clause (b) above and (iv) any transfer must comply with the provisions of Section 2.08 of the Base Indenture, Section 4.03 of the Series 2022-1 Supplement and Section 9.03 or 9.17, as applicable, of this Agreement;
(e) it will comply with the requirements of Section 6.03(d) above in connection with any transfer by it of the Series 2022-1 Class A-1 Notes;
(f) it understands that the Series 2022-1 Class A-1 Notes will bear the legend set out in the form of Series 2022-1 Class A-1 Notes attached to the Series 2022-1 Supplement and be subject to the restrictions on transfer described in such legend;
(g) it will obtain for the benefit of the Master Issuer from any purchaser of the Series 2022-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and
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(h) it has executed a Purchaser’s Letter substantially in the form of Exhibit D hereto.
ARTICLE VII
CONDITIONS
Section 7.01 Conditions to Issuance and Effectiveness. Each Lender Party will have no obligation to purchase the Series 2022-1 Class A-1 Notes hereunder on the Closing Date, and the Commitments, the Swingline Commitment and the L/C Commitment will not become effective, unless:
(a) the Base Indenture, the Series 2022-1 Supplement, the Guarantee and Collateral Agreement and the other Related Documents shall be in full force and effect;
(b) on the Closing Date, the Administrative Agent shall have received a letter, in form and substance reasonably satisfactory to it, from S&P stating that a long-term rating of “BBB” has been assigned to the Series 2022-1 Class A-1 Notes;
(c) at the time of such issuance, the additional conditions set forth in Schedule III hereto and all other conditions to the issuance of the Series 2022-1 Class A-1 Notes under the Indenture shall have been satisfied or waived by such Lender Party.
Section 7.02 Conditions to Initial Extensions of Credit. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, the initial Borrowing hereunder, and the obligations of the Swingline Lender and the L/C Provider to fund the initial Swingline Loan or provide the initial Letter of Credit hereunder, respectively, shall be subject to the satisfaction of the conditions precedent that (a) each Funding Agent shall have received a duly executed and authenticated Series 2022-1 Class A-1 Advance Note registered in its name or in such other name as shall have been directed by such Funding Agent and stating that the principal amount thereof shall not exceed the Maximum Investor Group Principal Amount of the related Investor Group (or, in the case of a Series 2022-1 Class A-1 Advance Note that is an Uncertificated Note, a Confirmation of Registration with respect thereto); (b) each of the Swingline Lender and the L/C Provider shall have received a duly executed and authenticated Series 2022-1 Class A-1 Swingline Note or Series 2022-1 Class A-1 L/C Note, as applicable, registered in its name or in such other name as shall have been directed by it and stating that the principal amount thereof shall not exceed the Swingline Commitment or L/C Commitment, respectively (or, if either the initial Series 2022-1 Class A-1 Swingline Note or the initial Series 2022-1 Class A-1 L/C Note is an Uncertificated Note, a Confirmation of Registration with respect thereto); and (c) the Master Issuer shall have paid all fees required to be paid by it under the Related Documents on the Closing Date, including all fees required hereunder.
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Section 7.03 Conditions to Each Extension of Credit. The election of each Conduit Investor to fund, and the obligation of each Committed Note Purchaser to fund, any Borrowing on any day (including the initial Borrowing but excluding any Borrowings to repay Swingline Loans or L/C Obligations pursuant to Sections 2.05, 2.06 or 2.08, as applicable), and the obligations of the Swingline Lender to fund any Swingline Loan (including the initial one) and of the L/C Provider to provide any Letter of Credit (including the initial one), respectively, shall be subject to the conditions precedent that, on the date of such funding or provision, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true (without regard to any waiver, amendment or other modification of this Section 7.03 or any definitions used herein consented to by the Control Party unless the Required Investor Groups (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met under this Section 7.03) have consented to such waiver, amendment or other modification for purposes of this Section 7.03); provided, however, that if a Rapid Amortization Event has occurred and (other than in the case of Section 9.01(b)) has been declared by the Control Party pursuant to Sections 9.01(a), (b), (c), (d), or (e) of the Base Indenture, consent to such waiver, amendment or other modification from all Investors (provided that it shall not be the obligation of the Control Party to obtain such consent from the Investors) as well as the Control Party is required for purposes of this Section 7.03:
(a) (i) the representations and warranties of the Master Issuer set out in this Agreement and (ii) the representations and warranties of the Manager set out in this Agreement, in each such case, shall be true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not qualified as to materiality or Material Adverse Effect, in all material respects, as of the date of such funding or issuance, with the same effect as though made on that date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date);
(b)  no Default, Event of Default, Potential Rapid Amortization Event or Rapid Amortization Event shall be in existence at the time of, or after giving effect to, such funding or issuance;
(c) for any Borrowing occurring after the second Quarterly Calculation Date, the DSCR as calculated as of the immediately preceding Quarterly Calculation Date shall not be less than 1.50x;
(d) in the case of any Borrowing, except to the extent an advance request is expressly deemed to have been delivered hereunder, the Master Issuer shall have delivered or have been deemed to have delivered to the Administrative Agent an executed advance request in the form of Exhibit A-1 hereto with respect to such Borrowing (each such request, an “Advance Request” or a “Series 2022-1 Class A-1  Advance Request”);
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(e) the Senior Notes Interest Reserve Amount (including any Senior Notes Interest Reserve Account Deficiency Amount) will be funded and/or an Interest Reserve Letter of Credit will be maintained for such amount as of the date of such draw in the amounts required pursuant to the Indenture after giving effect to such draw;
(f) the Master Issuer has furnished to the Administrative Agent true, accurate and complete copies of all other Related Documents (excluding any Series Supplements and other Related Documents relating solely to a Series of Notes other than the Series 2022-1 Notes) to which the Maser Issuer, the Manager or any Guarantor is a party as of the Closing Date, all of which Related Documents are in full force and effect as of the Closing Date and no terms of any such agreements or documents have been amended, modified or otherwise waived as of such date;
(g) all Undrawn Commitment Fees, Administrative Agent Fees and L/C Quarterly Fees due and payable on or prior to the date of such funding or issuance shall have been paid in full; and
(h) all conditions to such extension of credit or provision specified in Sections 2.02, 2.03, 2.06 or 2.07, as applicable, shall have been satisfied.
The giving of any notice pursuant to Sections 2.03, 2.06 or 2.07, as applicable, shall constitute a representation and warranty by the Master Issuer and the Manager that all conditions precedent to such funding or provision have been satisfied or will be satisfied concurrently therewith.
ARTICLE VIII
COVENANTS
Section 8.01 Covenants. Each of the Master Issuer and the Manager, severally, covenants and agrees that, until all Aggregate Unpaids have been paid in full and all Commitments, the Swingline Commitment and the L/C Commitment have been terminated, it will:
(a) unless waived in writing by the Control Party in accordance with Section 9.07 of the Base Indenture, duly and timely perform all of its covenants (both affirmative and negative) and obligations under each Related Document to which it is a party;
(b) not amend, modify, waive or give any approval, consent or permission under any provision of the Base Indenture or any other Related Document to which it is a party unless any such amendment, modification, waiver or other action is in writing and made in accordance with the terms of the Base Indenture or such other Related Document, as applicable;
(c) reasonably concurrent with the time any report, notice or other document is provided to the Rating Agencies and/or the Trustee, or caused to be provided, by the Master Issuer or the Manager under the Base Indenture (including, without limitation, under Sections 8.08, 8.09 and/or 8.11 thereof) or under the Series 2022-1 Supplement, provide the Administrative Agent (who shall promptly provide a copy thereof to the Lender Parties) with a copy of such report, notice or other document; provided, however, that neither the Manager nor the Master Issuer shall have any obligation under this Section 8.01(c) to deliver to the Administrative Agent copies of any Quarterly Noteholders’ Reports that relate solely to a Series of Notes other than the Series 2022-1 Notes;
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(d) once per calendar year, following reasonable prior notice from the Administrative Agent (the “Annual Inspection Notice”), and during regular business hours, permit any one or more of such Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at the Master Issuer’s expense, access (as a group, and not individually unless only one such Person desires such access) to the offices of the Manager, the Master Issuer and the Guarantors, (i) to examine and make copies of and abstracts from all documentation relating to the Collateral on the same terms as are provided to the Trustee under Section 8.06 of the Base Indenture, and (ii) to visit the offices and properties of the Manager, the Master Issuer and the Guarantors for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Collateral, or the administration and performance of the Base Indenture, the Series 2022-1 Supplement and the other Related Documents with any of the officers or employees of, the Manager, the Master Issuer and/or the Guarantors, as applicable, having knowledge of such matters; provided, however, that upon the occurrence and continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Cash Trapping Period, Default or Event of Default, the Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at the Master Issuer’s expense may do any of the foregoing at any time during normal business hours and without advance notice; provided, further, that, in addition to any visits made pursuant to provision of an Annual Inspection Notice or during the continuation of a Potential Rapid Amortization Event, Rapid Amortization Event, Default or Event of Default, the Administrative Agent, any Funding Agent, the Swingline Lender or the L/C Provider, or any of their respective agents, representatives or permitted assigns, at their own expense, may do any of the foregoing at any time during normal business hours following reasonable prior notice with respect to the business of the Master Issuer and/or the Guarantors; and provided, further, that the Funding Agents, the Swingline Lender and the L/C Provider will be permitted to provide input to the Administrative Agent with respect to the timing of delivery, and content, of the Annual Inspection Notice;
(e) not take, or cause to be taken, any action, including, without limitation, acquiring any Margin Stock, that could cause the transactions contemplated by the Related Documents to fail to comply with the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof;
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(f) not permit any amounts owed with respect to the Series 2022-1 Class A-1 Notes to be secured, directly or indirectly, by any Margin Stock in a manner that would violate the regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X thereof;
(g) promptly provide such additional financial and other information with respect to the Related Documents (other than Series Supplements and Related Documents relating solely to a Series of Notes other than the Series 2022-1 Notes), the Master Issuer, the Manager or the Guarantors as the Administrative Agent may from time to time reasonably request;
(h) deliver to the Administrative Agent (who shall promptly provide a copy thereof to the Lender Parties), the financial statements prepared pursuant to Section 4.01 of the Base Indenture reasonably contemporaneously with the delivery of such statements under the Base Indenture;
(i) promptly following any change in the information included in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners or control parties identified in part (c) or (d) of such certification, the Master Issuer and each Guarantor, as applicable, shall execute and deliver to the Administrative Agent an updated Beneficial Ownership Certification; and
(j) promptly following any request therefor, the Master Issuer and each Guarantor, as applicable, shall deliver to the Administrative Agent all documentation and other information required by bank regulatory authorities requested by a Committed Note Purchaser for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, the Beneficial Ownership Rule or other applicable anti-money laundering laws, rules and regulations.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01 Amendments. No amendment to or waiver or other modification of any provision of this Agreement, nor consent to any departure therefrom by the Manager or the Master Issuer, shall in any event be effective unless the same shall be in writing and signed by the Manager, the Master Issuer and the Administrative Agent with the written consent of the Required Investor Groups (provided that the Commitment of any Defaulting Investor shall be disregarded in the determination of whether any threshold percentage of Commitments has been met); provided, however, that, in addition, (i) the prior written consent of each affected Investor shall be required in connection with any amendment, modification or waiver that (x) increases the amount of the Commitment of such Investor, extends the Commitment Termination Date or the Series 2022-1 Class A-1 Notes Renewal Date, modifies the conditions to funding such Commitment or otherwise subjects such Investor to any increased or additional duties or obligations hereunder or in connection herewith (it being understood and agreed that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender Party), (y) reduces the amount or delays the timing of payment of any principal, interest, fees or other amounts payable to such Investor hereunder or (z) would have an effect comparable to any of those set forth in Section 13.02(a) of the Base Indenture that require the consent of each Noteholder or each affected Noteholder; (ii) any amendment, modification or waiver that affects the rights or duties of any of the Swingline Lender, the L/C Provider, the Administrative Agent or the Funding Agents shall require the prior written consent of such affected Person; and (iii) the prior written consent of each Investor, the Swingline Lender, the L/C Provider, the Administrative Agent and each Funding Agent shall be required in connection with any amendment, modification or waiver of this Section 9.01. For purposes of any provision of any other Indenture Document relating to any vote, consent, direction or the like to be given by the Series 2022-1 Class A-1 Noteholders, such vote, consent, direction or the like shall be given by the Holders of the Series 2022-1 Class A-1 Advance Notes only and not by the Holders of any Series 2022-1 Class A-1 Swingline Notes or Series 2022-1 Class A-1 L/C Notes except to the extent that such vote, consent, direction or the like is to be given by each affected Noteholder and the Holders of any Series 2022-1 Class A-1 Swingline Notes or Series 2022-1 Class A-1 L/C Notes would be affected thereby. The Master Issuer and the Lender Parties shall negotiate any amendments, waivers, consents, supplements or other modifications to this Agreement or the other Related Documents that require the consent of the Lender Parties in good faith. Pursuant to Section 9.05(a), the Lender Parties shall be entitled to reimbursement by the Master Issuer for the reasonable expenses incurred by the Lender Parties in reviewing and approving any such amendment, waiver, consent, supplement or other modification to this Agreement or any Related Document.
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Section 9.02 No Waiver; Remedies. Any waiver, consent or approval given by any party hereto shall be effective only in the specific instance and for the specific purpose for which given, and no waiver by a party of any breach or default under this Agreement shall be deemed a waiver of any other breach or default. No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder, or any abandonment or discontinuation of steps to enforce the right, power or privilege, preclude any other or further exercise thereof or the exercise of any other right. No notice to or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
Section 9.03 Binding on Successors and Assigns.
(a) This Agreement shall be binding upon, and inure to the benefit of, the Master Issuer, the Manager, the Lender Parties, the Funding Agents, the Administrative Agent and their respective successors and assigns; provided, however, that neither the Master Issuer nor the Manager may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of each Lender Party (other than any Defaulting Investor); provided, further, that nothing herein shall prevent the Master Issuer from assigning its rights (but none of its duties or liabilities) to the Trustee under the Base Indenture and the Series 2022-1 Supplement; and provided, further that none of the Lender Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under Section 6.03, Section 9.17 and this Section 9.03. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement except as provided in Section 9.16.
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(b) Notwithstanding any other provision set forth in this Agreement, each Investor may at any time grant to one or more Program Support Providers a participating interest in or lien on such Investor’s interests in the Advances made hereunder and such Program Support Provider, with respect to its participating interest, shall be entitled to the benefits granted to such Investor under this Agreement.
(c) In addition to its rights under Section 9.17, each Conduit Investor may at any time assign its rights in the Series 2022-1 Class A-1 Advance Notes (and its rights hereunder and under the Related Documents) to its related Committed Note Purchaser or, subject to Section 6.03 and Section 9.17(f), its related Program Support Provider or any Affiliate of any of the foregoing, in each case in accordance with the applicable provisions of the Indenture. Furthermore, each Conduit Investor may at any time grant a security interest in and lien on, all or any portion of its interests under this Agreement, its Series 2022-1 Class A-1 Advance Note and all Related Documents to (i) its related Committed Note Purchaser, (ii) its Funding Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including, without limitation, an insurance policy for such Conduit Investor relating to the Commercial Paper or the Series 2022-1 Class A-1 Advance Notes, (iv) any other Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Investors, including, without limitation, an insurance policy relating to the Commercial Paper or the Series 2022-1 Class A-1 Advance Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, that any such security interest or lien shall be released upon assignment of its Series 2022-1 Class A-1 Advance Note to its related Committed Note Purchaser. Each Committed Note Purchaser may assign its Commitment, or all or any portion of its interest under its Series 2022-1 Class A-1 Advance Note, this Agreement and the Related Documents to any Person to the extent permitted by Section 9.17. Notwithstanding any other provisions set forth in this Agreement, each Committed Note Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, its Series 2022-1 Class A-1 Advance Note and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the F.R.S. Board or any similar foreign entity.
Section 9.04 Survival of Agreement. All covenants, agreements, representations and warranties made herein and in the Series 2022-1 Class A-1 Notes delivered pursuant hereto shall survive the making and the repayment of the Advances, the Swingline Loans and the Letters of Credit and the execution and delivery of this Agreement and the Series 2022-1 Class A-1 Notes and shall continue in full force and effect until all interest on and principal of the Series 2022-1 Class A-1 Notes, and all other amounts owed to the Lender Parties, the Funding Agents and the Administrative Agent hereunder and under the Series 2022-1 Supplement have been paid in full, all Letters of Credit have expired or been fully cash collateralized in accordance with the terms of this Agreement and the Commitments, the Swingline Commitment and the L/C Commitment have been terminated. In addition, the obligations of the Master Issuer and the Lender Parties under Sections 3.05, 3.06, 3.07, 3.08, 9.05, 9.10 and 9.11 shall survive the termination of this Agreement.
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Section 9.05 Payment of Costs and Expenses; Indemnification.
(a) Payment of Costs and Expenses. The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (in all other cases), all reasonable expenses of the Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, if any, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed (“Amendment Expenses”). The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for (x) any breach by the Master Issuer of its obligations under this Agreement, (y) all reasonable costs incurred by the Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 2022-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Documents (“Other Post-Closing Expenses”).  The Master Issuer also agrees to reimburse, subject to and in accordance with the Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent and such Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
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(b) Indemnification of the Lender Parties. In consideration of the execution and delivery of this Agreement by the Lender Parties, the Master Issuer hereby agrees to indemnify and hold each Lender Party (each in its capacity as such and to the extent not reimbursed by the Master Issuer and without limiting the obligation of the Master Issuer to do so) and each of their officers, directors, employees and agents (collectively, the “Indemnified Parties”) harmless (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments) from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2022-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to:
(i) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Advance, Swingline Loan or Letter of Credit;
(ii) the entering into and performance of this Agreement and any other Related Document by any of the Indemnified Parties, including, for the avoidance of doubt, the consent by the Lender Parties set forth in Section 9.19; or
(iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether the Indemnified Party is a party thereto;
except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s gross negligence or willful misconduct or breach of representations set forth herein. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Master Issuer hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(b) shall in no event include indemnification for special, punitive, consequential or indirect damages of any kind or for any Taxes (other than Taxes arising from any non-Tax claim) which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08 or for any transfer Taxes with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2022-1 Class A-1 Notes pursuant to Section 9.17. The Master Issuer shall give notice to the Rating Agencies of any claim for Indemnified Liabilities made under this Section 9.05(b).
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(c) Indemnification of the Administrative Agent and each Funding Agent by the Master Issuer.  In consideration of the execution and delivery of this Agreement by the Administrative Agent and each Funding Agent, the Master Issuer hereby agrees to indemnify and hold the Administrative Agent and each Funding Agent and each of their officers, directors, employees and agents (collectively, the “Agent Indemnified Parties”) harmless (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments) from and against any and all actual or prospective litigation, actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (irrespective of whether any such Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2022-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Agent Indemnified Liabilities”), incurred by the Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Related Document by any of the Agent Indemnified Parties, except for any such Agent Indemnified Liabilities arising for the account of a particular Agent Indemnified Party by reason of the relevant Agent Indemnified Party’s gross negligence or willful misconduct.  If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Master Issuer hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Agent Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(c) shall in no event include indemnification for special, punitive, consequential or indirect damages of any kind or for any Taxes (other than Taxes arising from any non-Tax claim) which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08. The Master Issuer shall give notice to the Rating Agencies of any claim for Agent Indemnified Liabilities made under this Section 9.05(c).
(d) Indemnification of the Administrative Agent and each Funding Agent by the Committed Note Purchasers. In consideration of the execution and delivery of this Agreement by the Administrative Agent and the related Funding Agent, each Committed Note Purchaser, ratably according to its respective Commitment, hereby agrees to indemnify and hold the Administrative Agent and each of its officers, directors, employees and agents (collectively, the “Administrative Agent Indemnified Parties”) and such Funding Agent and each of its officers, directors, employees and agents (collectively, the “Funding Agent Indemnified Parties,” and together with the Administrative Agent Indemnified Parties, the “Applicable Agent Indemnified Parties”) harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and reasonable documented costs and expenses incurred in connection therewith (solely to the extent not reimbursed by or on behalf of the Master Issuer) (irrespective of whether any such Applicable Agent Indemnified Party is a party to the action for which indemnification hereunder is sought and including, without limitation, any liability in connection with the offering and sale of the Series 2022-1 Class A-1 Notes), including reasonable documented attorneys’ fees and disbursements (collectively, the “Applicable Agent Indemnified Liabilities”), incurred by the Applicable Agent Indemnified Parties or any of them (whether in prosecuting or defending against such actions, suits or claims) to the extent resulting from, or arising out of, or relating to the entering into and performance of this Agreement and any other Related Document by any of the Applicable Agent Indemnified Parties, except for any such Applicable Agent Indemnified Liabilities arising for the account of a particular Applicable Agent Indemnified Party by reason of the relevant Applicable Agent Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each Committed Note Purchaser, ratably according to its respective Commitment, hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Applicable Agent Indemnified Liabilities that is permissible under applicable law. The indemnity set forth in this Section 9.05(d) shall in no event include indemnification for consequential or indirect damages of any kind or for any Taxes (other than Taxes arising from any non-Tax claim) which shall be covered by (or expressly excluded from) the indemnification provided in Section 3.08.
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Section 9.06 Characterization as Related Document; Entire Agreement. This Agreement shall be deemed to be a Related Document for all purposes of the Base Indenture and the other Related Documents. This Agreement, together with the Base Indenture, the Series 2022-1 Supplement, the documents delivered pursuant to Article VII and the other Related Documents, including the exhibits and schedules thereto, contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all previous oral statements and other writings with respect thereto.
Section 9.07 Notices. All notices, amendments, waivers, consents and other communications provided to any party hereto under this Agreement shall be in writing and addressed, delivered or transmitted to such party at its address, e-mail address (if provided), or facsimile number set forth on Schedule II hereto, or in each case at such other address, e-mail address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by e-mail, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted (so long as transmitted on a Business Day, otherwise the next succeeding Business Day) upon receipt of electronic confirmation of transmission.
Section 9.08 Severability of Provisions. Any covenant, provision, agreement or term of this Agreement that is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement.
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Section 9.09 Tax Characterization. Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all federal, state and local income and franchise Tax purposes, the Series 2022-1 Class A‑1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2022-1 Class A‑1 Notes for all such purposes as indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions.
Section 9.10 No Proceedings; Limited Recourse.
(a) The Securitization Entities. Each of the parties hereto (other than the Master Issuer) hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of the last maturing Note issued by the Master Issuer pursuant to the Base Indenture, it will not institute against, or join with any other Person in instituting against, any Securitization Entity, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law, all as more particularly set forth in Section 14.13 of the Base Indenture and subject to any retained rights set forth therein; provided, however, that nothing in this Section 9.10(a) shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to this Agreement, the Series 2022-1 Supplement, the Base Indenture or any other Related Document. In the event that a Lender Party (solely in its capacity as such) takes action in violation of this Section 9.10(a), each affected Securitization Entity shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such Securitization Entity or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 9.10(a) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by a Lender Party in the assertion or defense of its claims in any such proceeding involving any Securitization Entity. The obligations of the Master Issuer under this Agreement are solely the limited liability company obligations of the Master Issuer.
(b) The Conduit Investors. Each of the parties hereto (other than the Conduit Investors) hereby covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of the latest maturing Commercial Paper or other debt securities or instruments issued by a Conduit Investor, institute against, or join with any other Person in instituting against, such Conduit Investor, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law; provided, however, that nothing in this Section 9.10(b) shall constitute a waiver of any right to indemnification, reimbursement or other payment from such Conduit Investor pursuant to this Agreement, the Series 2022-1 Supplement, the Base Indenture or any other Related Document. In the event that the Master Issuer, the Manager or a Lender Party (solely in its capacity as such) takes action in violation of this Section 9.10(b), such related Conduit Investor may file an answer with the bankruptcy court or otherwise properly contest or cause to be contested the filing of such a petition by any such Person against such Conduit Investor or the commencement of such action and raise or cause to be raised the defense that such Person has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 9.10(b) shall survive the termination of this Agreement. Nothing contained herein shall preclude participation by the Master Issuer, the Manager or a Lender Party in assertion or defense of its claims in any such proceeding involving a Conduit Investor. The obligations of the Conduit Investors under this Agreement are solely the corporate obligations of the Conduit Investors. No recourse shall be had for the payment of any amount owing in respect of this Agreement, including any obligation or claim arising out of or based upon this Agreement, against any stockholder, employee, officer, agent, director, member, affiliate or incorporator (or Person similar to an incorporator under state business organization laws) of any Conduit Investor; provided, however, nothing in this Section 9.10(b) shall relieve any of the foregoing Persons from any liability that any such Person may otherwise have for its gross negligence or willful misconduct.
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Section 9.11 Confidentiality. Each Lender Party agrees that it shall not disclose any Confidential Information to any Person without the prior written consent of the Manager and the Master Issuer, other than (a) to their Affiliates, officers, directors, employees, agents and advisors, including, without limitation, legal counsel and accountants (it being understood that the Person to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep it confidential), (b) to actual or prospective assignees and participants, and then only on a confidential basis (after obtaining such actual or prospective assignee’s or participant’s agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11), (c) as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Master Issuer or the Manager, as the case may be, has knowledge; provided that each Lender Party may disclose Confidential Information as requested by a Governmental Authority or self-regulatory organization or required by any law, rule or regulation or judicial process of which the Master Issuer or the Manager, as the case may be, does not have knowledge if such Lender Party is prohibited by law, rule or regulation from disclosing such requirement to the Master Issuer or the Manager, as the case may be, (d) to Program Support Providers (after obtaining such Program Support Providers’ agreement to keep such Confidential Information confidential in a manner substantially similar to this Section 9.11), (e) to any Rating Agency providing a rating for any Series or Class of Notes or any Conduit Investor’s debt; (f) in connection with the exercise of any remedies hereunder or under any other Related Document or any action or proceeding relating to this Agreement or any other Related Document or the enforcement of rights hereunder or thereunder; or (g) in the course of litigation with the Master Issuer, the Manager or such Lender Party.
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“Confidential Information” means information that the Master Issuer or the Manager furnishes to a Lender Party, but does not include (i) any such information that is or becomes generally available to the public other than as a result of a disclosure by a Lender Party or other Person to which a Lender Party delivered such information, (ii) any such information that was in the possession of a Lender Party prior to its being furnished to such Lender Party by the Master Issuer or the Manager or (iii) any such information that is or becomes available to a Lender Party from a source other than the Master Issuer or the Manager; provided that with respect to clauses (ii) and (iii) herein, such source is not (x) known to a Lender Party to be bound by a confidentiality agreement with the Master Issuer or the Manager, as the case may be, with respect to the information or (y) known to a Lender Party to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.
Section 9.12 GOVERNING LAW; CONFLICTS WITH INDENTURE. THIS AGREEMENT AND ALL MATTERS ARISING UNDER OR IN ANY MANNER RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. IN THE EVENT OF ANY CONFLICTS BETWEEN THIS AGREEMENT AND THE INDENTURE, THE INDENTURE SHALL GOVERN.
Section 9.13 JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.
Section 9.14 WAIVER OF JURY TRIAL. ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT.
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Section 9.15 Counterparts. This Agreement may be executed in any number of counterparts (which may include facsimile or other electronic transmission of counterparts) and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument.
Section 9.16 Third-Party Beneficiary. The Trustee, on behalf of the Secured Parties, and the Control Party are express third-party beneficiaries of this Agreement.
Section 9.17 Assignment.
(a) Subject to Sections 6.03 and 9.17(f), any Committed Note Purchaser may at any time sell all or any part of its rights and obligations under this Agreement, the Series 2022-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents to which it is a party, with the prior written consent (not to be unreasonably withheld or delayed) of the Master Issuer, the Swingline Lender and the L/C Provider, to one or more financial institutions (an “Acquiring Committed Note Purchaser”) pursuant to an assignment and assumption agreement, substantially in the form of Exhibit B (the “Assignment and Assumption Agreement”), executed by such Acquiring Committed Note Purchaser, such assigning Committed Note Purchaser, the Funding Agent with respect to such Committed Note Purchaser, the Master Issuer, the Swingline Lender and the L/C Provider and delivered to the Administrative Agent; provided that no consent of the Master Issuer shall be required for (i) an assignment to another Committed Note Purchaser or any Affiliate of a Committed Note Purchaser or if a Rapid Amortization Event or an Event of Default has occurred and is continuing or (ii) a sale or assignment between Affiliates of a Committed Note Purchaser; provided, further, that no assignment pursuant to this Section 9.17 shall be made to a Competitor.
(b) Without limiting the foregoing, subject to Sections 6.03 and 9.17(f), each Conduit Investor may assign all or a portion of the Investor Group Principal Amount with respect to such Conduit Investor and its rights and obligations under this Agreement, the Series 2022-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents to which it is a party to a Conduit Assignee with respect to such Conduit Investor, without the prior written consent of the Master Issuer. Upon such assignment by a Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Funding Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to the Funding Agent hereunder or under the other Related Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties, in each case relating to the Commercial Paper and/or the Series 2022-1 Class A-1 Advance Notes, shall have the benefit of all the rights and protections provided to such Conduit Investor herein and in the other Related Documents (including, without limitation, any limitation on recourse against such Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all of such Conduit Investor’s obligations, if any, hereunder or under the Base Indenture or under any other Related Document with respect to such portion of the Investor Group Principal Amount and such Conduit Investor shall be released from such obligations, (v) all distributions in respect of the Investor Group Principal Amount or such portion thereof with respect to such Conduit Investor shall be made to the applicable Funding Agent on behalf of such Conduit Assignee, (vi) the definition of the term “CP Funding Rate” with respect to the portion of the Investor Group Principal Amount with respect to such Conduit Investor, as applicable, funded or maintained with commercial paper issued by such Conduit Assignee from time to time shall be determined in the manner set forth in the definition of “CP Funding Rate” applicable to such Conduit Assignee on the basis of the interest rate or discount applicable to Commercial Paper issued by or for the benefit of such Conduit Assignee (rather than any other Conduit Investor), (vii) the defined terms and other terms and provisions of this Agreement and the other Related Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Funding Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Funding Agent may reasonably request to evidence and give effect to the foregoing. No assignment by any Conduit Investor to a Conduit Assignee of all or any portion of the Investor Group Principal Amount with respect to such Conduit Investor shall in any way diminish the obligation of the Committed Note Purchasers in the same Investor Group as such Conduit Investor under Section 2.03 to fund any Increase not funded by such Conduit Investor or such Conduit Assignee.
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(c) Subject to Sections 6.03 and 9.17(f), any Conduit Investor and the related Committed Note Purchaser(s) may at any time sell all or any part of their respective rights and obligations under this Agreement, the Series 2022-1 Class A-1 Advance Notes and, in connection therewith, any other Related Documents to which it is a party, with the prior written consent (not to be unreasonably withheld or delayed) of the Master Issuer, the Swingline Lender and the L/C Provider, to a multi-seller commercial paper conduit, whose commercial paper is rated at least “A‑1” from S&P, “P1” from Moody’s and/or “F1” from Fitch, as applicable, and one or more financial institutions providing support to such multi-seller commercial paper conduit (an “Acquiring Investor Group”) pursuant to a transfer supplement, substantially in the form of Exhibit C (the “Investor Group Supplement” or the “Series 2022-1 Class A-1 Investor Group Supplement”), executed by such Acquiring Investor Group, the Funding Agent with respect to such Acquiring Investor Group (including the Conduit Investor and the Committed Note Purchasers with respect to such Investor Group), such assigning Conduit Investor and the Committed Note Purchasers with respect to such Conduit Investor, the Funding Agent with respect to such assigning Conduit Investor and Committed Note Purchasers, the Master Issuer, the Swingline Lender and the L/C Provider and delivered to the Administrative Agent; provided that no consent of the Master Issuer shall be required for an assignment to another Committed Note Purchaser or any Affiliate of a Committed Note Purchaser and its related Conduit Investor or if a Rapid Amortization Event or an Event of Default has occurred and is continuing. For the avoidance of doubt, this Section 9.17(c) is intended to permit and provide for (i) assignments from a Committed Note Purchaser to a Conduit Investor in a different Investor Group and (ii) assignments from a Conduit Investor to a Committed Note Purchaser in a different Investor group, and, in each of (i) and (ii), Exhibit C shall be revised to reflect such assignments.
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(d) Subject to Sections 6.03 and 9.17(f), the Swingline Lender may at any time assign all its rights and obligations hereunder and under the Series 2022-1 Class A-1 Swingline Note, in whole but not in part, with the prior written consent of the Master Issuer and the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Master Issuer, whereupon the assignor shall be released from its obligations hereunder; provided that no consent of the Master Issuer shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing; provided, further, that the prior written consent of each Funding Agent (other than any Funding Agent with respect to which all of the Committed Note Purchasers in such Funding Agent’s Investor Group are Defaulting Investors), which consent shall not be unreasonably withheld or delayed, shall be required if such financial institution is not a Committed Note Purchaser.
(e) Subject to Sections 6.03 and 9.17(f), the L/C Provider may at any time assign all or any portion of its rights and obligations hereunder and under the Series 2022-1 Class A-1 L/C Note with the prior written consent of the Master Issuer and the Administrative Agent, which consent shall not be unreasonably withheld or delayed, to a financial institution pursuant to an agreement with, and in form and substance reasonably satisfactory to, the Administrative Agent and the Master Issuer, whereupon the assignor shall be released from its obligations hereunder to the extent so assigned; provided that no consent of the Master Issuer shall be required if a Rapid Amortization Event or an Event of Default has occurred and is continuing.
(f) Any assignment of the Series 2022-1 Class A-1 Notes shall be made in accordance with the applicable provisions of the Indenture.
Section 9.18 Defaulting Investors.  (a)  The Master Issuer may, at its sole expense and effort, upon notice to such Defaulting Investor and the Administrative Agent, (i) require any Defaulting Investor to sell all of its rights, obligations and commitments under this Agreement, the Series 2022-1 Class A-1 Notes and, in connection therewith, any other Related Documents to which it is a party, to an assignee; provided that (x) such assignment is made in compliance with Section 9.17 and (y) such Defaulting Investor shall have received from such assignee an amount equal to such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount of such Defaulting Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting Investor hereunder or (ii) remove any Defaulting Investor as an Investor by paying to such Defaulting Investor an amount equal to such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount of such Defaulting Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting Investor hereunder.
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(b) In the event that a Defaulting Investor desires to sell all or any portion of it rights, obligations and commitments under this Agreement, the Series 2022-1 Class A-1 Notes and, in connection therewith, any other Related Documents to which it is a party, to an unaffiliated third-party assignee for an amount less than 100% (or, if only a portion of such rights, obligations and commitments are proposed to be sold, such portion) of such Defaulting Investor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount of such Defaulting Investor and all accrued interest thereon, accrued fees and all other amounts payable to such Defaulting Investor hereunder, such Defaulting Investor shall promptly notify the Master Issuer of the proposed sale (the “Sale Notice”). Each Sale Notice shall certify that such Defaulting Investor has received a firm offer from the prospective unaffiliated third party and shall contain the material terms of the proposed sale, including, without limitation, the purchase price of the proposed sale and the portion of such Defaulting Investor’s rights, obligations and commitments proposed to be sold. The Master Issuer and any of its Affiliates shall have an option for a period of three (3) Business Days from the date the Sale Notice is given to elect to purchase such rights, obligations and commitments at the same price and subject to the same material terms as described in the Sale Notice. The Master Issuer or any of its Affiliates may exercise such purchase option by notifying such Defaulting Investor before expiration of such three (3) Business Day period that it wishes to purchase all (but not a portion) of the rights, obligations and commitments of such Defaulting Investor proposed to be sold to such unaffiliated third party. If the Master Issuer or any of its Affiliates gives notice to such Defaulting Investor that it desires to purchase such rights, obligations and commitments, the Master Issuer or such Affiliate shall promptly pay the purchase price to such Defaulting Investor. If the Master Issuer or any of its Affiliates does not respond to any Sale Notice within such three (3) Business Day period, the Master Issuer and its Affiliates shall be deemed not to have exercised such purchase option.
(c) Notwithstanding anything to the contrary contained in this Agreement, if any Investor becomes a Defaulting Investor, then, until such time as such Investor is no longer a Defaulting Investor, to the extent permitted by applicable law:
(i) Such Defaulting Investor’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.01.
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(ii) Any payment of principal, interest, fees or other amounts payable to the account of such Defaulting Investor (whether voluntary or mandatory, at maturity or otherwise) shall be applied (and the Master Issuer shall instruct the Trustee to apply such amounts) as follows: first, to the payment of any amounts owing by such Defaulting Investor to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Investor to the L/C Provider or the Swingline Lender hereunder; third, to provide cash collateral to the L/C Provider in accordance with Section  4.03(b) in an amount equal to the amount of Undrawn L/C Face Amounts at such time multiplied by the Commitment Percentage of such Defaulting Investor’s Investor Group multiplied by the Committed Note Purchaser Percentage of such Defaulting Investor; fourth, as the Master Issuer may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Investor has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Master Issuer, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Investor’s potential future funding obligations with respect to Advances under this Agreement and (y) to provide cash collateral to the L/C Provider in accordance with Section 4.03(b) in an amount equal to the amount of any future Undrawn L/C Face Amounts multiplied by the Commitment Percentage of such Defaulting Investor’s Investor Group multiplied by the Committed Note Purchaser Percentage of such Defaulting Investor; sixth, to the payment of any amounts owing to the Investors, the L/C Provider or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Investor, the L/C Provider or the Swingline Lender against such Defaulting Investor as a result of such Defaulting Investor’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Master Issuer as a result of any judgment of a court of competent jurisdiction obtained by the Master Issuer against such Defaulting Investor as a result of such Defaulting Investor’s breach of its obligations under this Agreement; and eighth, to such Defaulting Investor or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Advances or any extensions of credit resulting from a drawing under any Letter of Credit that has not been reimbursed as an Advance pursuant to Section 2.08(a) in respect of which such Defaulting Investor has not fully funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.03 were satisfied or waived, such payment shall be applied solely to pay the Advances of, and extensions of credit resulting from a drawing under any Letter of Credit that has not been reimbursed as an Advance pursuant to Section 2.08(a) owed to, all non-Defaulting Investors on a pro rata basis prior to being applied to the payment of any Advances of, participations required to be purchased pursuant to Section 2.09(a) owed to, such Defaulting Investor until such time as all Advances and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Investors pro rata in accordance with the Commitments without giving effect to Section 9.18(c)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Investor that are applied (or held) to pay amounts owed by a Defaulting Investor or to post cash collateral pursuant to this Section 9.18(c)(ii) shall be deemed paid to and redirected by such Defaulting Investor, and each Investor irrevocably consents hereto.
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(iii) All or any part of such Defaulting Investor’s participation in L/C Obligations and Swingline Loans shall be reallocated among the non-Defaulting Investors pro rata based on their Commitments (calculated without regard to such Defaulting Investor’s Commitment) but only to the extent that (x) the conditions set forth in Section 7.03 are satisfied at the time of such reallocation (and, unless the Master Issuer shall have otherwise notified the Administrative Agent at such time, the Master Issuer shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the product of any non-Defaulting Investor’s related Investor Group Principal Amount multiplied by such non-Defaulting Investor’s Committed Note Purchaser Percentage to exceed such non-Defaulting Investor’s Commitment Amount. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Investor arising from that Investor having become a Defaulting Investor, including any claim of a non-Defaulting Investor as a result of such non-Defaulting Investor’s increased exposure following such reallocation.
(iv) If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Master Issuer shall, without prejudice to any right or remedy available to them hereunder or under law, prepay Swingline Loans in an amount equal to the amount that cannot be so reallocated.
(d) If the Master Issuer, the Administrative Agent, the Swingline Lender and the L/C Provider agree in writing that an Investor is no longer a Defaulting Investor, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Investor will, to the extent applicable, purchase that portion of outstanding Advances of the other Investors or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Investors in accordance with their respective Commitments (without giving effect to Section 9.18(c)(iii)), whereupon such Investor will cease to be a Defaulting Investor; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Master Issuer while that Investor was a Defaulting Investor; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Investor to Investor will constitute a waiver or release of any claim of any party hereunder arising from that Investor’s having been a Defaulting Investor.
Section 9.19 No Fiduciary Duties.  Each of the Manager and the Securitization Entities acknowledge and agree that in connection with the transaction contemplated in this Agreement, or any other services the Lender Parties may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Lender Parties: (a) no fiduciary or agency relationship between any of the Manager, the Securitization Entities and any other person, on the one hand, and the Lender Parties, on the other, exists; (b) the Lender Parties are not acting as advisor, expert or otherwise, to the Manager or the Securitization Entities, and such relationship between any of the Manager or the Securitization Entities, on the one hand, and the Lender Parties, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Lender Parties may have to the Manager and any of the Securitization Entities shall be limited to those duties and obligations specifically stated herein; (d) the Lender Parties and their respective affiliates may have interests that differ from those of the Manager or any of the Securitization Entities; and (e) the Manager and the Securitization Entities have consulted their own legal and financial advisors to the extent they deemed appropriate. Each of the Manager and the Securitization Entities hereby waive any claims that Manager or the Securitization Entities may have against the Lender Parties with respect to any breach of fiduciary duty in connection with the Series 2021-1 Class A-1 Notes.
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Section 9.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Related Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Related Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-In Action or any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Related Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.
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Section 9.21 Patriot Act. In accordance with the USA PATRIOT Act, to help fight the funding of terrorism and money laundering activities, any Lender Party may obtain, verify and record information that identifies individuals or entities that establish a relationship with such Lender Party. Such Lender Party may ask for the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account. Such Lender Party may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers and delivered as of the day and year first above written.
  JACK IN THE BOX FUNDING, LLC, 
  as Master Issuer
     
     
  By:
/s/ Michael J. Snider
   
 Name: Michael J. Snider
   
 Title: Assistant Secretary
     
     
  JACK IN THE BOX INC.
as Manager
     
     
  By:
/s/ Michael J. Snider
   
 Name: Michael J. Snider 
 
Title: Assistant Secretary


  JACK IN THE BOX SPV GUARANTOR, LLC
  as Guarantor
     
     
  By:
/s/ Michael J. Snider
   
 Name: Michael J. Snider
   
 Title: Assistant Secretary
     
     
  DIFFERENT RULES, LLC
as Guarantor
     
     
  By:
/s/ Michael J. Snider
   
 Name: Michael J. Snider 
 
Title: Assistant Secretary


Signature Page to Series 2022-1 Class A-1 Note Purchase Agreement
  JACK IN THE BOX PROPERTIES, LLC
  as Guarantor 
     
     
  By:
/s/ Michael J. Snider
   
 Name: Michael J. Snider
   
 Title: Assistant Secretary
     
     
 
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as Administrative Agent
     
     
  By:
/s/ Jinyang Wang
   
 Name: Jinyang Wang
 
Title: Vice President
     
     
  By:
/s/ Christopher Lew
    Name: Christopher Lew
    Title: Managing Director


 
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as L/C Provider
     
     
  By:
/s/ Jinyang Wang
   
 Name: Jinyang Wang
 
Title: Vice President
     
     
  By:
/s/ Christopher Lew
    Name: Christopher Lew
    Title: Managing Director


Signature Page to Series 2022-1 Class A-1 Note Purchase Agreement
 
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as Swingline Lender
     
     
  By:
/s/ Jinyang Wang
   
 Name: Jinyang Wang
 
Title: Vice President
     
     
  By:
/s/ Christopher Lew
    Name: Christopher Lew
    Title: Managing Director


 
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as the Committed Note Purchaser
     
     
  By:
/s/ Jinyang Wang
   
 Name: Jinyang Wang
 
Title: Vice President
     
     
  By:
/s/ Christopher Lew
    Name: Christopher Lew
    Title: Managing Director


 
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as the related Funding Agent
     
     
  By:
/s/ Jinyang Wang
   
 Name: Jinyang Wang
 
Title: Vice President
     
     
  By:
/s/ Christopher Lew
    Name: Christopher Lew
 
Title: Managing Director


Signature Page to Series 2022-1 Class A-1 Note Purchase Agreement
SCHEDULE I TO CLASS A-1
NOTE PURCHASE AGREEMENT
INVESTOR GROUPS AND COMMITMENTS
Investor Group/
Funding Agent
Maximum Investor Group
Principal Amount
Conduit Lender
(if any)
Committed Note
Purchaser(s)
Commitment
Amount
Coöperatieve Rabobank U.A.,
New York Branch
$150,000,000
N/A
Coöperatieve Rabobank U.A.,
New York Branch
$150,000,000


Schedule I-1
SCHEDULE II TO CLASS A-1
NOTE PURCHASE AGREEMENT
NOTICE ADDRESSES FOR LENDER PARTIES, AGENTS, MASTER ISSUER AND MANAGER

CONDUIT INVESTORS
N/A
COMMITTED PURCHASERS
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
New York, NY 10167
Attention:  General Counsel

With a copy by e-mail to: tmteam@rabobank.com

And a copy to (which shall not constitute notice):

Susan Williams  
Assistant Vice President 
245 Park Avenue, 38th Floor        
New York, NY 10167       
Fax:  914.304.9326    
fm.us.bilateralloansfax@rabobank.com


Schedule II-1

FUNDING AGENTS
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
New York, NY 10167
Attention:  General Counsel

With a copy by e-mail to: tmteam@rabobank.com

And a copy to (which shall not constitute notice):

Susan Williams  
Assistant Vice President 
245 Park Avenue, 38th Floor        
New York, NY 10167       
Fax:  914.304.9326    
fm.us.bilateralloansfax@rabobank.com

ADMINISTRATIVE AGENT
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
New York, NY 10167
Attention:  General Counsel

With a copy by e-mail to: tmteam@rabobank.com

And a copy to (which shall not constitute notice):

Susan Williams  
Assistant Vice President 
245 Park Avenue, 38th Floor        
New York, NY 10167       
Fax:  914.304.9326    
fm.us.bilateralloansfax@rabobank.com


Schedule II-2

SWINGLINE LENDER
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
New York, NY 10167
Attention:  General Counsel

With a copy by e-mail to: tmteam@rabobank.com

And a copy to (which shall not constitute notice):

Susan Williams  
Assistant Vice President 
245 Park Avenue, 38th Floor        
New York, NY 10167       
Fax:  914.304.9326    
fm.us.bilateralloansfax@rabobank.com

L/C PROVIDER
Coöperatieve Rabobank U.A., New York Branch
245 Park Avenue
New York, NY 10167
Attention:  General Counsel

With a copy by e-mail to: tmteam@rabobank.com

And a copy to (which shall not constitute notice):

Sandra Rodriguez
Vice President 
245 Park Avenue, 38th Floor        
New York, NY 10167       
Phone:  212.574.7315
Fax:  201.499.5479    
rabonysblc@rabobank.com


Schedule II-3
MASTER ISSUER
Jack in the Box Funding, LLC
9330 Balboa Avenue
San Diego, California 92123
Attention: Chief Legal Officer

And a copy to (which shall not constitute notice):

White & Case LLP  
1221 Avenue of the Americas
New York, NY 10021
Attention: David Thatch
Fax: 212.354.8113

MANAGER
Jack in the Box Inc.
9330 Balboa Avenue
San Diego, California 92123
Attention: Chief Legal Officer

And a copy to (which shall not constitute notice):

White & Case LLP  
1221 Avenue of the Americas
New York, NY 10021
Attention: David Thatch
Fax: 212.354.8113


Schedule II-4
SCHEDULE III TO CLASS A-1
NOTE PURCHASE AGREEMENT
ADDITIONAL CLOSING CONDITIONS
The following are the additional conditions to initial issuance and effectiveness referred to in Section 7.01(c):
(a) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Related Documents, and all other legal matters relating to the Related Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Lender Parties, and the Master Issuer and the Guarantors shall have furnished to the Lender Parties all documents and information that the Lender Parties or their counsel may reasonably request to enable them to pass upon such matters.
(b) The Lender Parties shall have received evidence satisfactory to the Lender Parties and their counsel, that, on or before the Closing Date, all existing Liens (other than Permitted Liens) on the Collateral shall have been released and UCC-1 financing statements and assignments and other instruments required to be filed on or prior to the Closing Date pursuant to the Related Documents have been or are being filed.
(c) Each Lender Party shall have received opinions of counsel, in each case dated as of the Closing Date and addressed to the Lender Parties, from White & Case LLP, as counsel to the Master Issuer, the Guarantors, the Manager and the Parent Companies, and such local, franchise, special and foreign counsel as the Administrative Agent shall reasonably request, dated as of the Closing Date and addressed to the Lender Parties, with respect to such matters as the Administrative Agent shall reasonably request (including, without limitation, company matters, franchise matters, non-consolidation matters, security interest matters relating to the Collateral and no-conflicts matters, “true contribution” matters and, from appropriate special counsel, franchise law matters).
(c) The Lender Parties shall have received an opinion of Dentons US LLP, counsel to the Trustee, dated the Closing Date and addressed to the Lender Parties, in form and substance satisfactory to the Lender Parties and their counsel.
(d) The Lender Parties shall have received an opinion of in-house counsel to the Back-Up Manager, dated the Closing Date and addressed to the Lender Parties, in form and substance satisfactory to the Lender Parties and their counsel.
(e) The Lender Parties shall have received an opinion of Andrascik & Tita LLC,  counsel to the Servicer, dated the Closing Date and addressed to the Lender Parties, in form and substance reasonably satisfactory to the Lender Parties and their counsel.
(f) There shall exist at and as of the Closing Date no condition that would constitute an “Event of Default” (or an event that with notice or the lapse of time, or both, would constitute an “Event of Default”) under, and as defined in, the Indenture or a material breach under any of the Related Documents as in effect at the Closing Date (or an event that, with notice or lapse of time, or both, would constitute such a material breach). On the Closing Date, each of the Related Documents shall be in full force and effect.

Schedule III-1
(g) The Manager, the Master Issuer and each Guarantor, shall have furnished to the Administrative Agent a certificate, dated as of the Closing Date, of the Chief Financial Officer of such entity (or other officers reasonably satisfactory to the Administrative Agent) that such entity will be Solvent immediately after the consummation of the transactions contemplated by this Agreement; provided, that, in the case of each Securitization Entity, the liabilities of the other Securitization Entities with respect to debts, liabilities and obligations for which such Securitization Entity is jointly and severally liable shall be taken into account.
(h) None of the transactions contemplated by this Agreement shall be subject to an injunction (temporary or permanent) and no restraining order or other injunctive order shall have been issued; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or threatened against the Master Issuer, the Parent Companies, the Guarantors or the Lender Parties that would reasonably be expected to adversely impact the issuance of the Series 2022-1 Notes and the Guarantee thereof under the Guarantee and Collateral Agreement or the Lender Parties’ activities in connection therewith or any other transactions contemplated by the Related Documents.
(i) The representations and warranties of each of the Master Issuer, the Parent Companies, the Manager and the Guarantors (to the extent a party thereto) contained in the Related Documents to which each of the Master Issuer, the Parent Companies, the Manager and the Guarantors is a party will be true and correct (i) if qualified as to materiality or Material Adverse Effect, in all respects, and (ii) if not so qualified, in all material respects, as of the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct (x) if qualified as to materiality, in all respects, and (y) if not so qualified, in all material respects, as of such earlier date).
(j) The Master Issuer shall have delivered $1,300,000 of the Series 2022-1 Class A-2 Notes to the Initial Purchasers on the Closing Date.
(k) The Lender Parties shall have received a certificate from each of the Master Issuer, the Manager and each  Guarantor, in each case executed on behalf of such Person by any Authorized Officer of the such Person, dated the Closing Date, to the effect that, to the best of each such Authorized Officer’s knowledge, (i) the representations and warranties of such Person in this Agreement and in each other Related Document to which such Person is a party are true and correct (A) if qualified as to materiality or Material Adverse Effect, in all respects and (B) if not so qualified, in all material respects, in each case, on and as of the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct (x) if qualified as to materiality or Material Adverse Effect, in all respects, and (y) if not so qualified, in all material respects, in each case, as of such earlier date); (ii) such Person has complied with all agreements in all material respects and satisfied all conditions on its part to be performed or satisfied hereunder or under the Related Documents at or prior to the Closing Date; (iii) subsequent to the date as of which information is given in the Pricing Disclosure Package (as defined in the Series 2022-1 Class A-2 Note Purchase Agreement), there has not been any development in the general affairs, business, properties, capitalization, condition (financial or otherwise) or results of operation of such Person except as set forth or contemplated in the Pricing Disclosure Package or as described in such certificate or certificates that could reasonably be expected to result in a Material Adverse Effect; and (iv) nothing has come to such officer’s attention that would lead such Authorized Officer to believe that the Pricing Disclosure Package, as of the Applicable Time (as defined in the Series 2022-1 Class A-2 Note Purchase Agreement), and as of the Closing Date, or the Offering Memorandum as of its date and as of the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(l) On or prior to the Closing Date, the Master Issuer shall have paid to the Administrative Agent (i) the Upfront Commitment Fee (under and as defined in the Series 2022-1 Class A-1 VFN Fee Letter) and (ii) the initial installment of Administrative Agent Fees Fee (under and as defined in the Series 2022-1 Class A-1 VFN Fee Letter).
(m) On or prior to the Closing Date, the Parent Companies, the Manager, the Guarantors and the Master Issuer shall have furnished to the Lender Parties such further certificates and documents as the Lender Parties may reasonably request.
All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Administrative Agent.
For purposes of this Schedule III, “Parent Companies” shall have the meaning ascribed to such term in the Series 2022-1 Class A-2 Note Purchase Agreement.
SCHEDULE IV TO CLASS A-1
NOTE PURCHASE AGREEMENT
Letters of Credit
Applicant
Beneficiary
Facility Maturity
LC Effective  Date
LC Expiry Date
Face Amount
Jack in the Box
Funding LLC
Citibank N.A
2/25/2027
7/08/19
07/08/22
$20,705,861.25
Jack in the Box
Funding LLC
ACE American Insurance Company
ACE Fire Underwriters Insurance Company
ACE Indemnity Insurance Company
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
Agri General Insurance Company
Atlantic Employers Insurance Company
Bankers Standard Insurance Company
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Chubb Insurance Company of Canada
Westchester Fire Insurance Company
Westchester Surplus Lines Insurance Company
ACE INA Overseas Insurance Company LTD
2/25/2027
07/08/19
07/08/22
$20,791,290.00
Jack in the Box
Funding LLC
America Casualty Company
2/25/2027
07/08/19
07/08/22
$494,000.00


Schedule IV-1
EXHIBIT A-1 TO CLASS A-1
NOTE PURCHASE AGREEMENT
ADVANCE REQUEST

JACK IN THE BOX FUNDING, LLC
SERIES 2022-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1
TO:


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent


Ladies and Gentlemen:
This Advance Request is delivered to you pursuant to Section 2.03 of that certain Series 2022-1 Class A-1 Note Purchase Agreement, dated as of February 11, 2022 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Series 2022-1 Class A-1 Note Purchase Agreement”), by and among Jack in the Box Funding, LLC, as Master Issuer, Jack in the Box SPV Guarantor, LLC, Different Rules, LLC and Jack in the Box Properties, LLC, each as a Guarantor, Jack in the Box Inc., as Manager, the Conduit Investors, Committed Note Purchasers and Funding Agents named therein, the L/C Provider and Swingline Lender named therein, and Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).

Unless otherwise defined herein or as the context otherwise requires, terms used herein have the meaning assigned thereto under or as provided in the Recitals and Section 1.01 of the Series 2022-1 Class A-1 Note Purchase Agreement.
The undersigned hereby requests that Advances be made in the aggregate principal amount of $ on , 20___.
[IF THE MASTER ISSUER IS ELECTING EURODOLLAR RATE FOR THESE ADVANCES ON THE DATE MADE IN ACCORDANCE WITH SECTION 3.01(b) OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, ADD THE FOLLOWING SENTENCE: The undersigned hereby elects that the Advances that are not funded at the CP Rate by an Eligible Conduit Investor shall be Eurodollar Advances and the related Eurodollar Interest Accrual Period shall commence on the date of such Eurodollar Advances and end on but excluding the date [one month subsequent to such date] [two months subsequent to such date] [three months subsequent to such date] [six months subsequent to such date].]
The undersigned hereby acknowledges that the delivery of this Advance Request and the acceptance by the undersigned of the proceeds of the Advances requested hereby constitute a representation and warranty by the undersigned that, on the date of such Advances, and before and after giving effect thereto and to the application of the proceeds therefrom, all conditions set forth in Section 7.03 of the Series 2022-1 Class A-1 Note Purchase Agreement have been satisfied and all statements set forth in Section 6.01 of the Series 2022-1 Class A-1 Note Purchase Agreement are true and correct.
A-1
The undersigned agrees that if prior to the time of the Advances requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify both you and each Investor. Except to the extent, if any, that prior to the time of the Advances requested hereby you and each Investor shall receive written notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Advances as if then made.
Please wire transfer the proceeds of the Advances, first, $[ ] to the Swingline Lender and $[ ] to the L/C Provider for application to repayment of outstanding Swingline Loans and Unreimbursed L/C Drawings, as applicable, and, second, pursuant to the following instructions:
[insert payment instructions]
A-2
The undersigned has caused this Advance Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this ____ day of ______________, 20___.


 
JACK IN THE BOX INC.,
as Manager on behalf of the Master Issuer
     
     
  By:

   
 Name:
 
Title:

A-3

EXHIBIT A-2 TO CLASS A-1
NOTE PURCHASE AGREEMENT
SWINGLINE LOAN REQUEST
JACK IN THE BOX FUNDING, LLC
SERIES 2022-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1
TO:
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender

Ladies and Gentlemen:
This Swingline Loan Request is delivered to you pursuant to Section 2.06 of that certain Series 2022-1 Class A-1 Note Purchase Agreement, dated as of February 11, 2022 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Series 2022-1 Class A-1 Note Purchase Agreement”), by and among Jack in the Box Funding, LLC, as Master Issuer, Jack in the Box SPV Guarantor, LLC, Different Rules, LLC and Jack in the Box Properties, LLC, each as a Guarantor, Jack in the Box Inc., as Manager, the Conduit Investors, Committed Note Purchasers and Funding Agents named therein, the L/C Provider named therein, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Swingline Lender (in such capacity, the “Swingline Lender”) and Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).
Unless otherwise defined herein or as the context otherwise requires, terms used herein have the meaning assigned thereto under or as provided in the Recitals and Section 1.01 of the Series 2022-1 Class A-1 Note Purchase Agreement.
The undersigned hereby requests that Swingline Loans be made in the aggregate principal amount of $ on , 20___.
The undersigned hereby acknowledges that the delivery of this Swingline Loan Request and the acceptance by the undersigned of the proceeds of the Swingline Loans requested hereby constitute a representation and warranty by the undersigned that, on the date of such Advances, and before and after giving effect thereto and to the application of the proceeds therefrom, all conditions set forth in Section 7.03 of the Series 2022-1 Class A-1 Note Purchase Agreement have been satisfied and all statements set forth in Section 6.01 of the Series 2022-1 Class A-1 Note Purchase Agreement are true and correct.
The undersigned agrees that if prior to the time of the Swingline Loans requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify you. Except to the extent, if any, that prior to the time of the Swingline Loans requested hereby you shall receive written notice to the contrary from the undersigned, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Swingline Loans as if then made.
A-1-1
Please wire transfer the proceeds of the Swingline Loans pursuant to the following instructions:
[insert payment instructions]
A-1-2
The undersigned has caused this Swingline Loan Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this ____ day of ______________, 20___.

 
JACK IN THE BOX INC.,
as Manager on behalf of the Master Issuer
     
     
  By:

   
 Name:
 
Title:

A-2-1

EXHIBIT B TO CLASS A-1
NOTE PURCHASE AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [  ], by and among [____________] (the “Transferor”), each purchaser listed as an Acquiring Committed Note Purchaser on the signature pages hereof (each, an “Acquiring Committed Note Purchaser”), the Funding Agent with respect to such Acquiring Committed Note Purchaser listed on the signature pages hereof (each, a “Funding Agent”), and the Master Issuer, Swingline Lender and L/C Provider listed on the signature pages hereof.
W I T N E S S E T H:
WHEREAS, this Assignment and Assumption Agreement is being executed and delivered in accordance with Section 9.17(a) of the Series 2022-1 Class A-1 Note Purchase Agreement, dated as of February 11, 2022 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Series 2022-1 Class A-1 Note  Purchase Agreement”; terms used but not otherwise defined herein having the meanings ascribed to such terms therein), by and among the Master Issuer, the Guarantors, the Manager, the Conduit Investors, Committed Note Purchasers and Funding Agents named therein, the L/C Provider and Swingline Lender named therein, Jack in the Box Inc., as Manager, and Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”);
WHEREAS, each Acquiring Committed Note Purchaser (if it is not already an existing Committed Note Purchaser) wishes to become a Committed Note Purchaser party to the Series 2022-1 Class A-1 Note Purchase Agreement; and
WHEREAS, the Transferor is selling and assigning to each Acquiring Committed Note Purchaser, [all] [a portion of] its rights, obligations and commitments under the Series 2022-1 Class A-1 Note Purchase Agreement, the Series 2022-1 Class A-1 Advance Notes and each other Related Document to which it is a party with respect to the percentage of its Commitment Amount specified on Schedule I attached hereto;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of this Assignment and Assumption Agreement by each Acquiring Committed Note Purchaser, each related Funding Agent, the Transferor, the Swingline Lender, the L/C Provider and, to the extent required by Section 9.17(a) of the Series 2022-1 Class A-1 Note Purchase Agreement, the Master Issuer (the date of such execution and delivery, the “Transfer Issuance Date”), each Acquiring Committed Note Purchaser shall be a Committed Note Purchaser party to the Series 2022-1 Class A-1 Note Purchase Agreement for all purposes thereof.
The Transferor acknowledges receipt from each Acquiring Committed Note Purchaser of an amount equal to the purchase price, as agreed between the Transferor and such Acquiring Committed Note Purchaser (the “Purchase Price”), of the portion being purchased by such Acquiring Committed Note Purchaser (such Acquiring Committed Note Purchaser’s “Purchased Percentage”) of (i) the Transferor’s Commitment under the Series 2022-1 Class A-1 Note Purchase Agreement and (ii) the Transferor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount. The Transferor hereby irrevocably sells, assigns and transfers to each Acquiring Committed Note Purchaser, without recourse, representation or warranty, and each Acquiring Committed Note Purchaser hereby irrevocably purchases, takes and assumes from the Transferor, such Acquiring Committed Note Purchaser’s Purchased Percentage of (x) the Transferor’s Commitment under the Series 2022-1 Class A-1 Note Purchase Agreement and (y) the Transferor’s Committed Note Purchaser Percentage of the related Investor Group Principal Amount.
B-1
The Transferor has made arrangements with each Acquiring Committed Note Purchaser with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor to such Acquiring Committed Note Purchaser of any program fees, undrawn facility fee, structuring and commitment fees or other fees (collectively, the “Fees”) [heretofore received] by the Transferor pursuant to Section 3.02 of the Series 2022-1 Class A-1 Note Purchase Agreement prior to the Transfer Issuance Date [and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Acquiring Committed Note Purchaser to the Transferor of Fees or [__________] received by such Acquiring Committed Note Purchaser pursuant to the Series 2022-1 Supplement from and after the Transfer Issuance Date].
From and after the Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Transferor pursuant to the Series 2022-1 Supplement or the Series 2022-1 Class A-1 Note Purchase Agreement shall, instead, be payable to or for the account of the Transferor and the Acquiring Committed Note Purchasers, as the case may be, in accordance with their respective interests as reflected in this Assignment and Assumption Agreement, whether such amounts have accrued prior to the Transfer Issuance Date or accrue subsequent to the Transfer Issuance Date.
Each of the parties to this Assignment and Assumption Agreement agrees that, at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment and Assumption Agreement.
B-2
By executing and delivering this Assignment and Assumption Agreement, the Transferor and each Acquiring Committed Note Purchaser confirm to and agree with each other and the other parties to the Series 2022-1 Class A-1 Note Purchase Agreement as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Series 2022-1 Supplement, the Series 2022-1 Class A-1 Note Purchase Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Series 2022-1 Class A-1 Notes, the Related Documents or any instrument or document furnished pursuant thereto; (ii) the Transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Master Issuer or the performance or observance by the Master Issuer of any of the Master Issuer’s obligations under the Indenture, the Series 2022-1 Class A-1 Note Purchase Agreement, the Related Documents or any other instrument or document furnished pursuant hereto; (iii) each Acquiring Committed Note Purchaser confirms that it has received a copy of the Indenture, the Series 2022-1 Class A-1 Note Purchase Agreement and such other Related Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption Agreement; (iv) each Acquiring Committed Note Purchaser will, independently and without reliance upon the Administrative Agent, the Transferor, the Funding Agent or any other Investor Group and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Series 2022-1 Class A-1 Note Purchase Agreement; (v) each Acquiring Committed Note Purchaser appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Series 2022-1 Class A-1 Note Purchase Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2022-1 Class A-1 Note Purchase Agreement; (vi) each Acquiring Committed Note Purchaser appoints and authorizes its related Funding Agent to take such action as agent on its behalf and to exercise such powers under the Series 2022-1 Class A-1 Note Purchase Agreement as are delegated to such Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2022-1 Class A-1 Note Purchase Agreement; (vii) each Acquiring Committed Note Purchaser agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Series 2022-1 Class A-1 Note Purchase Agreement are required to be performed by it as an Acquiring Committed Note Purchaser; and (viii) each Acquiring Committed Note Purchaser hereby represents and warrants to the Master Issuer and the Manager that: (A) it has had an opportunity to discuss the Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Master Issuer and the Manager and their respective representatives; (B) it is a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 Act and otherwise meets the criteria in Section 6.03(b) of the Series 2022-1 Class A-1 Note Purchase Agreement and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2022-1 Class A-1 Notes; (C) it is purchasing the Series 2022-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act that meet the criteria described in clause (viii)(B) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the 1933 Act with respect to the Series 2022-1 Class A-1 Notes; (D) it understands that (I) the Series 2022-1 Class A-1 Notes have not been and will not be registered or qualified under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Master Issuer, (II) the Master Issuer is not required to register the Series 2022-1 Class A-1 Notes, (III) any permitted transferee hereunder must be a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 Act and must otherwise meet the criteria described under clause (viii)(B) above and (IV) any transfer must comply with the provisions of Section 2.08 of the Base Indenture, Section 4.03 of the Series 2022-1 Supplement and Sections 9.03 or 9.17, as applicable, of the Series 2022-1 Class A-1 Note Purchase Agreement; (E) it will comply with the requirements of clause (viii)(D) above in connection with any transfer by it of the Series 2022-1 Class A-1 Notes; (F) it understands that the Series 2022-1 Class A-1 Notes will bear the legend set out in the form of Series 2022-1 Class A-1 Notes attached to the Series 2022-1 Supplement and be subject to the restrictions on transfer described in such legend; (G) it will obtain for the benefit of the Master Issuer from any purchaser of the Series 2022-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and (H) it has executed a Purchaser’s Letter substantially in the form of Exhibit D to the Series 2022-1 Class A-1 Note Purchase Agreement.
B-3
Schedule I hereto sets forth (i) the Purchased Percentage for each Acquiring Committed Note Purchaser, (ii) the revised Commitment Amounts of the Transferor and each Acquiring Committed Note Purchaser, and (iii) the revised Maximum Investor Group Principal Amounts for the Investor Groups of the Transferor and each Acquiring Committed Note Purchaser (it being understood that if the Transferor was part of a Conduit Investor’s Investor Group and the Acquiring Committed Note Purchaser is intended to be part of the same Investor Group, there will not be any change to the Maximum Investor Group Principal Amount for that Investor Group) and (iv) administrative information with respect to each Acquiring Committed Note Purchaser and its related Funding Agent.
This Assignment and Assumption Agreement and all matters arising under or in any manner relating to this Assignment and Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York), and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.
B-4
ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ON THE SERIES 2022-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OR THE SERIES 2022-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS ASSIGNMENT AND ASSUMPTION AGREEMENT.
B-5

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed by their respective duly authorized officers as of the date first set forth above.
 
[  ], as Transferor

     
     
  By:

   
 Name:
 
Title:

  By:

   
 Name:
 
Title:


 
[  ], as Acquiring Committed Note Purchaser
     
     
  By:

   
 Name:
 
Title:


 
[  ], as Funding Agent
     
     
  By:

   
 Name:
 
Title:

B-6

 
CONSENTED AND ACKNOWLEDGED
BY THE MASTER ISSUER: 
   
  JACK IN THE BOX FUNDING, LLC,
as Master Issuer
     
     
  By:

   
 Name:
 
Title:

B-7

  CONSENTED BY:
   
  COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
  as Swingline Lender
     
     
  By:

   
 Name:
   
 Title:
     
     
 
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as L/C Provider
     
     
  By:

   
 Name:
 
Title:
     
     
  By:

    Name:
    Title:


B-8

SCHEDULE I TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS

[____________________],
as Transferor
Prior Commitment Amount: $[     ]
Revised Commitment Amount: $[     ]
Prior Maximum Investor Group
Principal Amount: $[     ]
Revised Maximum Investor
Group Principal Amount: $[     ]
Related Conduit Investor (if applicable) [     ]
[________________________________]

Acquiring Committed Note Purchaser Address:

Attention:
Telephone:
Facsimile:
Purchased Percentage of
Transferor’s Commitment: [      ]%
Prior Commitment Amount: $[     ]
Revised Commitment Amount: $[     ]
Prior Maximum Investor Group
Principal Amount: $[     ]
Revised Maximum Investor
B-9
Group Principal Amount: $[     ]
Related Conduit Investor
(if applicable) [     ]

[_____________________], as
related Funding Agent

Address:
Attention:
Telephone:
Facsimile:

B-10

EXHIBIT C TO CLASS A-1
NOTE PURCHASE AGREEMENT
INVESTOR GROUP SUPPLEMENT, dated as of [________], by and among (i) [ ______] (the “Transferor Investor Group”), (ii) [ ______] (the “Acquiring Investor Group”), (iii) the Funding Agent with respect to the Acquiring Investor Group listed on the signature pages hereof (each, a “Funding Agent”), and (iv) the Master Issuer, the Swingline Lender and the L/C Provider listed on the signature pages hereof.
W I T N E S S E T H:
WHEREAS, this Investor Group Supplement is being executed and delivered in accordance with Section 9.17(c) of the Series 2022-1 Class A-1 Note Purchase Agreement, dated as of February 11, 2022 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Series 2022-1 Class A-1 Note Purchase Agreement”; terms used but not otherwise defined herein having the meanings ascribed to such terms therein), by and among the Master Issuer, the Guarantors, the Manager, the Conduit Investors, Committed Note Purchasers and Funding Agents named therein, the L/C Provider and Swingline Lender named therein, Jack in the Box Inc., as Manager, and Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”);
WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and [a] Committed Note Purchaser[s] with respect to such Conduit Investor under the Series 2022-1 Class A-1 Note Purchase Agreement; and
WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring Investor Group [all] [a portion of] its respective rights, obligations and commitments under the Series 2022-1 Class A-1 Note Purchase Agreement, the Series 2022-1 Class A-1 Advance Notes and each other Related Document to which it is a party with respect to the percentage of its Commitment Amount specified on Schedule I attached hereto;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of this Investor Group Supplement by the Acquiring Investor Group, each related Funding Agent with respect thereto, the Transferor Investor Group, the Swingline Lender, the L/C Provider and, to the extent required by Section 9.17(c) of the Series 2022-1 Class A-1 Note Purchase Agreement (the date of such execution and delivery, the “Transfer Issuance Date”), the Master Issuer, the Conduit Investor and the Committed Note Purchaser[s] with respect to the Acquiring Investor Group shall be parties to the Series 2022-1 Class A-1 Note Purchase Agreement for all purposes thereof.
The Transferor Investor Group acknowledges receipt from the Acquiring Investor Group of an amount equal to the purchase price, as agreed between the Transferor Investor Group and the Acquiring Investor Group (the “Purchase Price”), of the portion being purchased by the Acquiring Investor Group (the Acquiring Investor Group’s “Purchased Percentage”) of (i) the aggregate Commitment[s] of the Committed Note Purchaser[s] included in the Transferor Investor Group under the Series 2022-1 Class A-1 Note Purchase Agreement and (ii) the aggregate related Committed Note Purchaser Percentage[s] of the related Investor Group Principal Amount. The Transferor Investor Group hereby irrevocably sells, assigns and transfers to the Acquiring Investor Group, without recourse, representation or warranty, and the Acquiring Investor Group hereby irrevocably purchases, takes and assumes from the Transferor Investor Group, such Acquiring Investor Group’s Purchased Percentage of (x) the aggregate Commitment[s] of the Committed Note Purchaser[s] included in the Transferor Investor Group under the Series 2022-1 Class A-1 Note Purchase Agreement and (y) the aggregate related Committed Note Purchaser Percentage[s] of the related Investor Group Principal Amount.
C-1
The Transferor Investor Group has made arrangements with the Acquiring Investor Group with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor Investor Group to such Acquiring Investor Group of any program fees, undrawn facility fee, structuring and commitment fees or other fees (collectively, the “Fees”) [heretofore received] by the Transferor Investor Group pursuant to Section 3.02 of the Series 2022-1 Class A-1 Note Purchase Agreement prior to the Transfer Issuance Date [and (ii) the portion, if any, to be paid, and the date or dates for payment, by such Acquiring Investor Group to the Transferor Investor Group of Fees or [_______] received by such Acquiring Investor Group pursuant to the Series 2022-1 Supplement from and after the Transfer Issuance Date].
From and after the Transfer Issuance Date, amounts that would otherwise be payable to or for the account of the Transferor Investor Group pursuant to the Series 2022-1 Supplement or the Series 2022-1 Class A-1 Note Purchase Agreement shall, instead, be payable to or for the account of the Transferor Investor Group and the Acquiring Investor Group, as the case may be, in accordance with their respective interests as reflected in this Investor Group Supplement, whether such amounts have accrued prior to the Transfer Issuance Date or accrue subsequent to the Transfer Issuance Date.
Each of the parties to this Investor Group Supplement agrees that, at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Investor Group Supplement.
The Acquiring Investor Group has executed and delivered to the Administrative Agent a Purchaser’s Letter substantially in the form of Exhibit D to the Series 2022-1 Class A-1 Note Purchase Agreement.
C-2
By executing and delivering this Investor Group Supplement, the Transferor Investor Group and the Acquiring Investor Group confirm to and agree with each other and the other parties to the Series 2022-1 Class A-1 Note Purchase Agreement as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor Investor Group makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Series 2022-1 Supplement, the Series 2022-1 Class A-1 Note Purchase Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Indenture, the Series 2022-1 Class A-1 Notes, the Related Documents or any instrument or document furnished pursuant thereto; (ii) the Transferor Investor Group makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Master Issuer or the performance or observance by the Master Issuer of any of the Master Issuer’s obligations under the Indenture, the Series 2022-1 Class A-1 Note Purchase Agreement, the Related Documents or any other instrument or document furnished pursuant hereto; (iii) the Acquiring Investor Group confirms that it has received a copy of the Indenture, the Series 2022-1 Class A-1 Note Purchase Agreement and such other Related Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Investor Group Supplement; (iv) the Acquiring Investor Group will, independently and without reliance upon the Administrative Agent, the Transferor Investor Group, the Funding Agents or any other Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Series 2022-1 Class A-1 Note Purchase Agreement; (v) the Acquiring Investor Group appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Series 2022-1 Class A-1 Note Purchase Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2022-1 Class A-1 Note Purchase Agreement; (vi) each member of the Acquiring Investor Group appoints and authorizes its related Funding Agent, listed on Schedule I hereto, to take such action as agent on its behalf and to exercise such powers under the Series 2022-1 Class A-1 Note Purchase Agreement as are delegated to such Funding Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article V of the Series 2022-1 Class A-1 Note Purchase Agreement; (vii) each member of the Acquiring Investor Group agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Series 2022-1 Class A-1 Note Purchase Agreement are required to be performed by it as a member of the Acquiring Investor Group; and (viii) each member of the Acquiring Investor Group hereby represents and warrants to the Master Issuer and the Manager that: (A) it has had an opportunity to discuss the Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Master Issuer and the Manager and their respective representatives; (B) it is a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2022-1 Class A-1 Notes; (C) it is purchasing the Series 2022-1 Class A-1 Notes for its own account, or for the account of one or more “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act that meet the criteria described in clause (viii)(B) above and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control, and neither it nor its Affiliates has engaged in any general solicitation or general advertising within the meaning of the 1933 Act with respect to the Series 2022-1 Class A-1 Notes; (D) it understands that (I) the Series 2022-1 Class A-1 Notes have not been and will not be registered or qualified under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel shall have been delivered in advance to the Master Issuer, (II) the Master Issuer is not required to register the Series 2022-1 Class A-1 Notes, (III) any permitted transferee hereunder must meet the criteria described under clause (viii)(B) above and (IV) any transfer must comply with the provisions of Section 2.08 of the Base Indenture, Section 4.03 of the Series 2022-1 Supplement and Sections 9.03 or 9.17, as applicable, of the Series 2022-1 Class A-1 Note Purchase Agreement; (E) it will comply with the requirements of clause (viii)(D) above in connection with any transfer by it of the Series 2022-1 Class A-1 Notes; (F) it understands that the Series 2022-1 Class A-1 Notes will bear the legend set out in the form of Series 2022-1 Class A-1 Notes attached to the Series 2022-1 Supplement and be subject to the restrictions on transfer described in such legend; (G) it will obtain for the benefit of the Master Issuer from any purchaser of the Series 2022-1 Class A-1 Notes substantially the same representations and warranties contained in the foregoing paragraphs; and (H) it has executed a Purchaser’s Letter substantially in the form of Exhibit D to the Series 2022-1 Class A-1 Note Purchase Agreement.
C-3
Schedule I hereto sets forth (i) the Purchased Percentage for the Acquiring Investor Group, (ii) the revised Commitment Amounts of the Transferor Investor Group and the Acquiring Investor Group, and (iii) the revised Maximum Investor Group Principal Amounts for the Transferor Investor Group and the Acquiring Investor Group and (iv) administrative information with respect to the Acquiring Investor Group and its related Funding Agent.
This Investor Group Supplement and all matters arising under or in any manner relating to this Investor Group Supplement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.
ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ON THE SERIES 2022-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES 2022-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS INVESTOR GROUP SUPPLEMENT.
C-4
IN WITNESS WHEREOF, the parties hereto have caused this Investor Group Supplement to be executed by their respective duly authorized officers as of the date first set forth above.
 
[  ], as Transferor  r Investor Group
     
     
  By:

   
 Name:
 
Title:


 
[  ], as Acquiring Investor Group
     
     
  By:

   
 Name:
 
Title:


 
[  ], as Funding Agent
     
     
  By:

   
 Name:
 
Title:

C-5

 
CONSENTED AND
ACKNOWLEDGED
BY THE MASTER ISSUER: 
   
  JACK IN THE BOX FUNDING, LLC,
as Master Issuer 
     
     
  By:

   
 Name:
 
Title:

C-6

  CONSENTED BY:
   
  COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
  as Swingline Lender
     
     
  By:

   
 Name:
   
 Title:
     
     
  By:
 
    Name:
    Title:
     
     
 
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,
as L/C Provider
     
     
  By:

   
 Name:
 
Title:
     
     
  By:

    Name:
    Title:

C-7

SCHEDULE I TO
INVESTOR GROUP SUPPLEMENT


LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS


[____________________], as
Transferor Investor Group
Prior Commitment Amount: $[     ]
Revised Commitment Amount: $[     ]
Prior Maximum Investor Group
Principal Amount: $[     ]
Revised Maximum Investor
Group Principal Amount: $[     ]


[_______________________], as
Acquiring Investor Group

Address:
Attention:
Telephone:
Facsimile:


Purchased Percentage of
Transferor Investor Group’s Commitment: [_______]%
Prior Commitment Amount: $[________]
Revised Commitment Amount: $[______]
Prior Maximum Investor Group
C-8
Principal Amount: $[________]
Revised Maximum Investor
Group Principal Amount: $[_______]


[_________________________________], as
related Funding Agent


Address:  Attention:
Telephone:
Facsimile:
C-9
EXHIBIT D TO CLASS A-1
NOTE PURCHASE AGREEMENT
[FORM OF PURCHASER’S LETTER]
[INVESTOR]
[INVESTOR ADDRESS]
Attention: [INVESTOR CONTACT]                    [Date]

Ladies and Gentlemen:
Reference is hereby made to the Class A-1 Note Purchase Agreement dated February 11, 2022 (the “NPA”) relating to the offer and sale (the “Offering”) of up to $150,000,000 of Series 2022-1 Variable Funding Senior Notes, Class A-1 (the “Securities”) of Jack in the Box Funding, LLC (the “Master Issuer”). The Offering will not be required to be registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”) under an exemption from registration granted in Section 4(a)(2) of the Act. Coöperatieve Rabobank U.A., New York Branch is acting as administrative agent (the “Administrative Agent”) in connection with the Offering.  Unless otherwise defined herein, capitalized terms have the definitions ascribed to them in the NPA. Please confirm with us your acknowledgement and agreement with the following:

 (a)
You are an “accredited investor” within the meaning of Rule 501 under the Act and a “qualified institutional buyer” within the meaning of Rule 144A under the Act (a “Qualified Institutional Buyer”) and have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and are able and prepared to bear the economic risk of investing in, the Securities.

(b)
Neither the Administrative Agent nor its Affiliates (i) has provided you with any information with respect to the Master Issuer, the Securities or the Offering other than the information contained in the NPA, which was prepared by the Master Issuer, or (ii) makes any representation as to the credit quality of the Master Issuer or the merits of an investment in the Securities. The Administrative Agent has not provided you with any legal, business, tax or other advice in connection with the Offering or your possible purchase of the Securities.

(c)
You acknowledge that you have completed your own diligence investigation of the Master Issuer and the Securities and have had sufficient access to the agreements, documents, records, officers and directors of the Master Issuer to make your investment decision related to the Securities. You further acknowledge that you have had an opportunity to discuss the Master Issuer’s and the Manager’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with the Master Issuer and the Manager and their respective representatives.

D-1


 (d)
The Administrative Agent may currently or in the future own securities issued by, or have business relationships (including, among others, lending, depository, risk management, advisory and banking relationships) with, the Master Issuer and its affiliates, and the Administrative Agent will manage such security positions and business relationships as it determines to be in its best interests, without regard to the interests of the holders of the Securities.

(e)
You are purchasing the Securities for your own account, or for the account of one or more Persons who are Qualified Institutional Buyers and who meet the criteria described in paragraph (a) above and for whom you are acting with complete investment discretion, for investment purposes only and not with a view to a distribution in violation of the Act, subject, nevertheless, to the understanding that the disposition of your property shall at all times be and remain within your control, and neither you nor your Affiliates has engaged in any general solicitation or general advertising within the meaning of the Act, or the rules and regulations promulgated thereunder with respect to the Securities. You confirm that, to the extent you are purchasing the Securities for the account of one or more other Persons, (i) you have been duly authorized to make the representations, warranties, acknowledgements and agreements set forth herein on their behalf and (ii) the provisions of this letter constitute legal, valid and binding obligations of you and any other Person for whose account you are acting;

(f)
You understand that (i) the Securities have not been and will not be registered or qualified under the Act or any applicable state securities laws or the securities laws of any other jurisdiction and are being offered only in a transaction not involving any public offering within the meaning of the Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available and an opinion of counsel on the foregoing shall have been delivered in advance to the Master Issuer, (ii) the Master Issuer is not required to register the Securities under the Act or any applicable state securities laws or the securities laws of any state of the United States or any other jurisdiction, (iii) any permitted transferee under the NPA must be a Qualified Institutional Buyer and (iv) any transfer must comply with the provisions of Section 2.08 of the Base Indenture, Section 4.03 of the Series 2022-1 Supplement and Sections 9.03 or 9.17 of the NPA, as applicable;

(g)
You will comply with the requirements of paragraph (f) above in connection with any transfer by you of the Securities;

D-2


 (h)
You understand that the Securities will bear the legend set out in the form of Securities attached to the Series 2022-1 Supplement and be subject to the restrictions on transfer described in such legend;

(i)
Either (i) you are not acquiring or holding the Securities for or on behalf of, or with the assets of, any plan, account or other arrangement that is subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Code, or provisions under any Similar Law (as defined in the Series 2022-1 Supplemental Definitions List attached to the Series 2022-1 Supplement as Annex A) or (ii) your purchase and holding of the Securities will not constitute or result in  a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any applicable Similar Law; and

(j)
You will obtain for the benefit of the Master Issuer from any purchaser of the Securities substantially the same representations and warranties contained in the foregoing paragraphs.
This letter agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflict provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
D-3
You understand that the Administrative Agent will rely upon this letter agreement in acting as an Administrative Agent in connection with the Offering. You agree to notify the Administrative Agent promptly in writing if any of your representations, acknowledgements or agreements herein cease to be accurate and complete. You irrevocably authorize the Administrative Agent to produce this letter to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters set forth herein.

  [  ]
     
  By:

   
 Name:
   
 Title:
     
     
  Agreed and Acknowledged:
   
  [INVESTOR]
   
   
  By:
 
    Name:
    Title:

D-4
Exhibit 10.2


EXECUTIVE VERSION


FIRST AMENDMENT
Dated as of February 11, 2022
to the
Management Agreement
Dated as of July 8, 2019
between
Jack in the Box Funding, LLC
as Master Issuer
The other Securitization Entities Party
Hereto from Time to Time

Jack in the Box Inc.
as the Manager
and
Citibank, N.A.
as the Trustee
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
FIRST AMENDMENT, dated as of February 11, 2022 (this “First Amendment”), to the Management Agreement, dated as of July 8, 2019, is by and among JACK IN THE BOX FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”), JACK IN THE BOX SPV GUARANTOR, LLC, a Delaware limited liability company (“Holding Company Guarantor”), DIFFERENT RULES, LLC, a Delaware limited liability company (“Franchisor”), JACK IN THE BOX PROPERTIES, LLC, a Delaware limited liability company (“JIB Properties”, together with Franchisor and Holding Company Guarantor, the “Guarantors,” and the Guarantors and the Master Issuer, the “Securitization Entities”), JACK IN THE BOX INC., a Delaware corporation (the “Manager”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).
PRELIMINARY STATEMENT
WHEREAS, the Master Issuer, the Guarantors, the Manager and the Trustee entered into the Management Agreement, dated as of July 8, 2019 (the “Management Agreement”);
WHEREAS, Section 8.3 of the Management Agreement provides that the parties thereto may amend, supplement, waive or otherwise modify the Management Agreement with the written consent of the parties thereto and in accordance with the additional requirements set forth in the Base Indenture.
WHEREAS, Section 13.08 of the Base Indenture provides, among other things, that the Master Issuer, with the written consent of the Control Party and subject to the other provisions of Section 13.08, may amend or modify any Related Document;
WHEREAS, the Securitization Entities and the Manager have each duly authorized the execution and delivery of this First Amendment;
WHEREAS, the Control Party is willing to provide its written consent (in accordance with the terms and conditions of the Base Indenture) to the execution of this First Amendment and;

WHEREAS, the Securitization Entities and the Manager wish to amend the Management Agreement as set forth herein.
NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein, all capitalized terms used herein (including in the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Management Agreement or the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto (the “Base Indenture Definitions List”), as applicable.
ARTICLE II
AMENDMENTS
Section 2.1. The Management Agreement is being amended by (i) deleting the stricken text (indicated in the same manner as the following example: stricken text) and adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth on the pages of the draft Management Agreement attached hereto as Exhibit A.
ARTICLE III
GENERAL
Section 3.1. Conditions to Effectiveness. The provisions of this First Amendment shall be effective upon execution and delivery of this instrument by the parties hereto, with the consent of the Control Party and the delivery of the officer’s certificate and Opinion of Counsel described in Section 14.03 of the Base Indenture.
Section 3.2. Effect on Management Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3.1 hereto, upon the date hereof (i) the Management Agreement shall be amended in accordance herewith, (ii) this First Amendment shall form part of the Management Agreement for all purposes and (iii) the parties shall be bound by the Management Agreement, as so amended. Except as expressly set forth or contemplated in this First Amendment, the terms and conditions of the Management Agreement shall remain in place and shall not be altered, amended or changed in any manner whatsoever, except by any further amendment to the Management Agreement made in accordance with the terms of the Management Agreement, as amended by this First Amendment.
Section 3.3. Binding Effect. This First Amendment shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto.
Section 3.4. Counterparts. This First Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
Section 3.5. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.6. Electronic Signatures and Transmission. For purposes of this Amendment, any reference to “written” or “in writing” means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, directions, reports, notices or other communications delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties (except to the extent such action results from gross negligence, willful misconduct or fraud by the Trustee). Any requirement in the Management Agreement that a document is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission. Notwithstanding anything to the contrary in this Amendment, any and all communications (both text and attachments) by or from the Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete a one-time registration process.
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Section 3.7. Amendments. This First Amendment may not be modified or amended except in accordance with the terms of the Management Agreement.
Section 3.8. Trustee and Securities Intermediary. The Trustee and the Securities Intermediary assume no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Master Issuer and neither the Trustee nor the Securities Intermediary shall be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this First Amendment and makes no representation with respect thereto.  In entering into this First Amendment, the Trustee and the Securities Intermediary shall be entitled to the benefit of every provision of the Management Agreement relating to the conduct of or affecting the liability of or affording protection to the Trustee or the Securities Intermediary.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Each party hereto represents and warrants to each other party hereto that this First Amendment has been duly and validly executed and delivered by such party and constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

  JACK IN THE BOX INC.,
  a Delaware corporation, as Manager
     
     
  By:
/s/ Michael J. Snider
  Name: 
Michael J. Snider
  Title:
Assistant Secretary
     
     
 
JACK IN THE BOX FUNDING, LLC,
a Delaware limited liability company, as Master Issuer
     
     
  By:
/s/ Michael J. Snider
  Name: 
Michael J. Snider 
  Title:
Assistant Secretary

  JACK IN THE BOX SPV GUARANTOR, LLC,
  a Delaware limited liability company,
as a Securitization Entity
     
     
  By:
/s/ Michael J. Snider
  Name: 
Michael J. Snider
  Title:
Assistant Secretary


Signature Page to First Amendment to Management Agreement

 
DIFFERENT RULES, LLC,
a Delaware limited liability company,
as a Securitization Entity
     
     
  By:
/s/ Michael J. Snider
  Name: 
Michael J. Snider 
  Title:
Assistant Secretary


  JACK IN THE BOX PROPERTIES, LLC,
  a Delaware limited liability company,
as a Securitization Entity
     
     
  By:
/s/ Michael J. Snider
  Name: 
Michael J. Snider
  Title:
Assistant Secretary


Signature Page to First Amendment to Management Agreement


  CITIBANK, N.A., not in its individual capacity, but
solely as Trustee
     
     
  By:
/s/ Jacqueline Suarez
  Name: 
Jacqueline Suarez
  Title:
Senior Trust Officer


Signature Page to First Amendment to Management Agreement

CONSENT OF CONTROL PARTY AND
CONTROLLING CLASS REPRESENTATIVE:
In accordance with Section 2.4 of the Servicing Agreement,
Midland Loan Services, a division of PNC Bank, National
Association, as Control Party and in its capacity as Control Party to
exercise the rights of the Controlling Class Representative
(pursuant to Section 11.01(a) of the Base
Indenture), hereby consents to the execution and delivery by the
Securitization Entities, the Manager and the Trustee of
this First Amendment to the Management Agreement.

MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

By:
/s/ David A. Eckels
 		 
  Name:  David A. Eckels
  
  Title:  Senior Vice President
 


Signature Page to First Amendment to Management Agreement


EXHIBIT A

FORM OF AMENDED MANAGEMENT AGREEMENT

CONFORMED VERSION
THROUGH FIRST AMENDMENT, DATED FEBRUARY 11, 2022

Dated as of July 8, 2019
Management Agreement

between
Jack in the Box Funding, LLC
as Master Issuer
The other Securitization Entities Party
Hereto from Time to Time

Jack in the Box Inc.
as the Manager
and
Citibank, N.A.
as the Trustee
Table of Contents

     Page
     
Article I Definitions
2
Section 1.1
Certain Definitions
  2
Section 1.2
Other Defined Terms
  13
Section 1.3
Other Terms
  13
Section 1.4
Computation of Time Periods
  13
     
Article II Administration and Servicing of Securitized Assets 
 13
Section 2.1
Jack in the Box to Act as Manager
 13
Section 2.2
Accounts
 15
Section 2.3
Records
  19
Section 2.4
Administrative Duties of Manager
  17
Section 2.5
 No Offset
1819
Section 2.6
Compensation and Expenses
 1819
Section 2.7
Indemnification
 19
Section 2.8
Nonpetition Covenant
  21
Section 2.9
Franchisor Consent
 21
Section 2.10
Appointment of Sub‑managers
  21
Section 2.11
Insurance/Condemnation Proceeds
 2122
Section 2.12
Permitted Asset Dispositions
  22
Section 2.13
Letter of Credit Reimbursement Agreement
  22
Section 2.14
Manager Advances
  22

Article III Statements and Reports 
2223
Section 3.1
Reporting by the Manager
  2223
Section 3.2
Appointment of Independent Auditor
  24
Section 3.3
Annual Accountants’ Reports
  24
Section 3.4
Available Information
  2425
     
Article IV The Manager  25
Section 4.1
Representations and Warranties Concerning the Manager  25
Section 4.2
Existence; Status as Manager 27
Section 4.3
Performance of Obligations
  2728
Section 4.4
Merger and Resignation  3132
Section 4.5
 Notice of Certain Events 32
Section 4.6
Capitalization  33
Section 4.7
Maintenance of Separateness  33

Article V Representations, Warranties and Covenants 
 34
Section 5.1
Representations and Warranties Made in Respect of New Assets
  34
Section 5.2
Assets Acquired After the Closing Date  36
Section 5.3
Securitization IP  3637
Section 5.4 
Required Consent Agreements and Supply Agreements
  37
Section 5.55.4 Allocated Note Amount  37
Section 5.65.5 Specified Non‑Securitization Debt Cap  37
Section 5.75.6
Competition
  37
Section 5.85.7
Restrictions on Liens
  38

(i)

Article VI Manager Termination Events   38
Section 6.1
Manager Termination Events
  38
Section 6.2
Manager Termination Event Remedies  40
Section 6.3
Manager’s Transitional Role  40
Section 6.4
 Intellectual Property  41
Section 6.5 Third Party Intellectual Property  4142
Section 6.6 No Effect on Other Parties 4142
Section 6.7
Rights Cumulative
 42

Article VII Confidentiality  42
Section 7.1
Confidentiality
  42
     
Article VIII Miscellaneous Provisions 
 43
Section 8.1
Termination of Agreement
  43
Section 8.2
Survival
  4344
Section 8.3
Amendment
  4344
Section 8.4
Governing Law
  4344
Section 8.5
Notices
 4344
Section 8.6
Acknowledgement
 44
Section 8.7
Severability of Provisions
  4445
Section 8.8
Delivery Dates
 4445
Section 8.9
Limited Recourse
 4445
Section 8.10
Binding Effect; Assignment; Third Party Beneficiaries
  45
Section 8.11
Article and Section Headings
 45
Section 8.12
Concerning the Trustee
 45
Section 8.13
Counterparts
  45
Section 8.14
Entire Agreement
  45
Section 8.15
Waiver of Jury Trial; Jurisdiction; Consent to Service of Process
 4546
Section 8.16
Joinder of Additional Securitization Entities
  4546

Exhibit A‑1 – Power of Attorney For Franchisor
Exhibit A‑2 – Power of Attorney For Securitization Entities
Exhibit A-3 – Power of Attorney For Additional Securitization Entity
Exhibit B – Form of Additional Securitization Entity Joinder Agreement
Schedule 2.1(f) – Manager Insurance
(ii)

MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT, dated as of July 8, 2019 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among JACK IN THE BOX FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”), JACK IN THE BOX SPV GUARANTOR, LLC, a Delaware limited liability company (together with its successors and assigns, the “Holding Company Guarantor”), DIFFERENT RULES, LLC, a Delaware limited liability company (together with its successors and assigns, the “Franchisor”), JACK IN THE BOX PROPERTIES, LLC, a Delaware limited liability company (together with its successors and assigns, “JIB Properties”) and each Additional Securitization Entity that shall join this Agreement pursuant to Section 8.16Section 8.16 hereof (each, a “Securitization Entity” and, together with the Holding Company Guarantor, the Franchisor and JIB Properties, the “Guarantors” and, together with the Master Issuer, the “Securitization Entities”), JACK IN THE BOX INC., a Delaware corporation, as Manager (in its individual capacity and as Manager, together with its successors and assigns, “Jack in the Box”) and CITIBANK, N.A., a national banking association, not in its individual capacity but solely as the indenture trustee (together with its successor and assigns, the “Trustee”).  Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms or incorporated by reference in Annex A to the Base Indenture (as defined below).
RECITALS
WHEREAS, the Master Issuer has entered into the Base Indenture, dated as of the date hereof, with the Trustee (as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, exclusive of any Series Supplements, the “Base Indenture” and, together with all Series Supplements, the “Indenture”), pursuant to which the Master Issuer issued the Series 2019-1 Variable Funding Senior Notes, Class A‑1 and the Series 2019-1 Senior Notes, Class A‑2 and may issue additional series of notes from time to time (collectively, the “Notes”) on the terms described therein;
WHEREAS, the Master Issuer has granted to the Trustee on behalf of the Secured Parties a Lien in the Collateral owned by it pursuant to the terms of Indenture, subject to Collateral Exclusions;
WHEREAS, the Guarantors have guaranteed the obligations of the Master Issuer under the Indenture, the Notes and the other Related Documents and have granted to the Trustee on behalf of the Secured Parties a Lien in the Collateral owned by each of them pursuant to the terms of the Guarantee and Collateral Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Guarantee and Collateral Agreement”);
WHEREAS, from and after the date hereof, all New Assets shall be originated or acquired by the Securitization Entities following the Closing Date;
WHEREAS, each of the Securitization Entities desires to engage the Manager, and each of the Securitization Entities desires to have the Manager enforce such Securitization Entity’s rights and powers and perform such Securitization Entity’s duties and obligations under the Managed Documents (as defined below) and the Related Documents to which it is party in accordance with the Managing Standard (as defined below);
WHEREAS, each of the Securitization Entities desires to have the Manager enter into certain agreements and acquire certain assets from time to time on such Securitization Entity’s behalf, in each case in accordance with the Managing Standard;
WHEREAS, each of the Securitization Entities desires to appoint the Manager as its agent for, among other things, providing comprehensive Intellectual Property services, including developing, filing for registration, clearance, maintenance, protection, enforcement, licensing, and recording transfers of the Securitization IP in accordance with the Managing Standard and as provided in Section 2.1(c) and Section 4.3(b);
WHEREAS, each of the Securitization Entities desires to enter into this Agreement to provide for, among other things, the managing of the respective rights, powers, duties and obligations of the Securitization Entities under or in connection with the Securitized Assets and the Related Documents, all in accordance with the Managing Standard; and
WHEREAS, the Manager desires to enforce such rights and powers and perform such obligations and duties, all in accordance with the Managing Standard.
NOW THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE I

DEFINITIONS
Section 1.1            Certain Definitions.  For all purposes of this Agreement, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in Annex A to the Base Indenture.  In addition, the following terms shall have the following meanings:
 “Advance Interest Rate” means a rate equal to the Prime Rate plus 3.0% per annum.
 “Agreement” has the meaning set forth in the preamble.
 “Annual Accountants’ Report” has the meaning set forth in Section 3.3.
 “Base Indenture” has the meaning set forth in the recitals.
 “Cash Collateralized Letters of Credit” means any letter of credit that is 100% cash collateralized.
 “Change in Management” shall occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with Jack in the Box Inc. or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.
 “Change of Control” means an event or a series of events by which:
(a) individuals who on the date hereof constituted the Board of Directors of Jack in the Box Inc., together with any new directors whose election by the Board of Directors or whose nomination for election by the equity holders of Jack in the Box Inc. was approved by a majority of the directors then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of Jack in the Box Inc. then in office; or
(b) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d‑3 under the 1934 Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Jack in the Box Inc.
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For purposes of this definition, a Person shall not be deemed to have beneficial ownership of voting power of Voting Stock subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.
 “Code” means the U.S. Internal Revenue Code of 1986, as amended.
 “Competing” means owning, operating or franchising a restaurant (and/or the underlying land or building on which such restaurant operates) under the Jack in the Box Brand in any location(s) within the United States for so long as any Notes are Outstanding under the Indenture.
 “Confidential Information” means trade secrets and other information (including, without limitation, know how, ideas, techniques, recipes, formulas, customer lists, customer information, financial information, personal information, business methods and processes, marketing plans, specifications, and other similar information as well as internal materials prepared by the owner of such information containing or based, in whole or in part, on any such information) that is confidential and proprietary to its owner and that is disclosed by one party to an agreement to another party thereto whether in writing or disclosed orally, and whether or not designated as confidential.
 “Consumer Analytics Services” means services related to consumer intelligence and analytics, including, without limitation, (a) facilitating the analysis of the potential impact on sales of having Branded Restaurants in close proximity; (b) promoting promotional or test items related to new products, services or equipment; (c) developing new products and services (or modifying any existing products and services) to be offered in connection with the Securitized Restaurant Business and the other assets of the Securitization Entities; and (d) in connection with the Securitized Restaurant Business, developing, modifying, amending and disseminating (i) specifications for restaurant operations, (ii) the JIB Manuals and (iii) menu items.
 “Continuity of Services” has the meaning set forth in Section 6.3(a).
  “Controlled Group” means any trade or businesses (whether or not incorporated) that, together with any Securitization Entity, is treated as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
 “Current Practice” means, in respect of any action or inaction, the practices, standards and procedures of the Non‑Securitization Entities as performed on or that would have been performed immediately prior to the Initial Closing Date.
 “Defective New Asset” means any New Asset that does not satisfy the applicable representations and warranties of Article V hereof on the New Asset Addition Date for such New Asset.
 “Discloser” has the meaning set forth in Section 7.1.
 “Disentanglement” has the meaning set forth in Section 6.3(a).
 “Disentanglement Period” has the meaning set forth in Section 6.3(c).
 “Disentanglement Services” has the meaning set forth in Section 6.3(a).
 “Employee Benefit Plan” means any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, established, maintained or contributed to by the Manager, or with respect to which the Manager has any liability.
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
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 “ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Single Employer Plan (other than those events as to which the thirty day notice period is waived); (b) the failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Single Employer Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code and Section 302(e) of ERISA with respect to any Single Employer Plan; (c) the provision by the administrator of any Single Employer Plan pursuant to Section 4041(a)(2) of ERISA of a written notice of intent to terminate such Single Employer Plan in a standard termination described in Section 4041(b) of ERISA or a distress termination described in Section 4041(c) of ERISA; (d) the complete or partial withdrawal by the Manager, or any company in the Controlled Group of the Manager, from any Single Employer Plan with two or more contributing sponsors or the termination of any such Single Employer Plan, in each case, which results in liability pursuant to Section 4063 or 4064 of ERISA; (e) formal written notice from the PBGC of its intent to commence proceedings to terminate any Single Employer Plan; (f) the imposition of liability on the Manager, or any company in the Controlled Group of the Manager, pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) receipt from the Internal Revenue Service of notice of the failure of any Single Employer Plan to qualify under Section 401(a) of the Code or the failure of any trust forming part of any Single Employer Plan to qualify for exemption from taxation under Section 501(a) of the Code; (h) the imposition of a lien in favor of the PBGC or a Plan pursuant to Section 430(k) of the Code or pursuant to Section 302(f) of ERISA with respect to any Single Employer Plan or (i) the complete or partial withdrawal by the Manager or any member of its Controlled Group from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability to the Manager under ERISA.
  “Finance and Accounting Services” means services related to finance and accounting, including, without limitation, (a) providing certain financing arrangements to Franchisees including discretionary short-term bridge financing for purchase of restaurants;  (b) preparing and filing any tax returns and tax reports required to be prepared by any Securitization Entity; (c) paying or causing to be paid or discharged, in each case from funds of the Securitization Entities, any and all taxes, charges and assessments attributable to and required to be paid under applicable Requirements of Law by any Securitization Entity; (d) making Manager Advances in its sole discretion; (e) administering the Marketing Fund and the Management Accounts; and (f) arranging for or providing accounting and financial reporting services.
 “Franchisor” has the meaning set forth in the preamble.
 “Guarantee and Collateral Agreement” has the meaning set forth in the recitals.
 “Guarantors” has the meaning set forth in the preamble.
 “Holding Company Guarantor” has the meaning set forth in the preamble.
 “Indemnitee” has the meaning set forth in Section 2.7(a).
 “Indenture” has the meaning set forth in the recitals.
 “Independent Auditors” has the meaning set forth in Section 3.2.
 “Interim Successor Manager” means, upon the resignation or termination of the Manager pursuant to the terms of this Agreement and prior to the appointment of any successor to the Manager by the Control Party (at the direction of the Controlling Class Representative), the Back-Up Manager.
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  “IP Services” means the services provided on behalf of the Franchisor and the Master Issuer with respect to the Securitization IP, including performing the Franchisor’s obligations as licensor under the IP License Agreements and the Master Issuer’s obligations with respect to the Securitization IP under the Indenture; exercising the Franchisor’s rights under the IP License Agreements (and under any other agreements pursuant to which the Franchisor licenses the use of or discloses any Securitization IP), including all rights and obligations with respect to Trademarks included in the Securitization IP; and acquiring, developing, managing, maintaining, protecting, enforcing, defending, licensing, sublicensing and undertaking such other duties and services as may be necessary in connection with the Securitization IP, on behalf of the Franchisor, in each case in accordance with and subject to the terms of this Agreement (including the Managing Standard, unless the Franchisor determines, in its sole discretion, that additional action is necessary or desirable in furtherance of the protection of the Securitization IP, in which case the Manager shall perform such IP Services and additional related services as are reasonably requested by the Franchisor), the Indenture, the other Related Documents and the Managed Documents, as agent for the Franchisor and/or Master Issuer, as applicable, including the following activities:

(a)  assessing clearance, patentability, registrability and the risk of potential infringement of or by any After-Acquired Securitization IP;
(b) filing, prosecuting and maintaining applications and registrations for the Securitization IP in the Franchisor’s name in applicable jurisdictions, including timely filings, actions, payments and/or responses (including to office actions and any adversarial, ex parte or inter partes proceedings affecting validity or enforceability) as may be required;
(c) monitoring third‑party use, disclosure and registration of Intellectual Property, as applicable, and taking actions the Manager deems appropriate to oppose or contest the use, disclosure and any application or registration for Intellectual Property, as applicable, that could reasonably be expected to infringe, misappropriate, dilute or otherwise violate the Securitization IP or the Franchisor’s rights therein;
(d) recording and confirming the Franchisor’s legal title in and to any or all of the Securitization IP, including the recording of appropriate instruments in the PTO and United States Copyright Office, obtaining written assignments of, and executing, as applicable, transfers, non-disclosure obligations and other agreements necessary to secure and protect the Franchisor’s rights in and to, the Securitization IP;
(e) protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution, misappropriation, unauthorized use or other violation of the Securitization IP (including any breach or violation of any of the IP License Agreements (including the quality control provisions thereof) and any Related Documents), or any portion thereof, enforcing such Securitization IP, including (i) monitoring licensee use of licensed Trademarks and the quality of its goods and services offered in connection therewith; (ii) taking reasonable measures to maintain confidentiality and to prevent non‑confidential disclosures of Trade Secrets and other confidential information of the Franchisor; (iii) preparing and responding to cease‑and‑desist, demand and notice letters, and requests for a license; and (iv) commencing, prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith; provided that the Franchisor shall join as a party, as necessary, to any such suits to the extent necessary to maintain standing;
(f) performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Related Document to be performed, prepared and/or filed by the Franchisor, including executing and recording with the applicable Governmental Authority financing statements (including continuation statements) or amendments thereof or supplements thereto or grants of security interests or any similar instruments as the Securitization Entities or the Control Party may, from time to time, reasonably request (consistent with the obligations of the Franchisor to perfect the Trustee’s Lien only in the United States) granted by the Franchisor to the Trustee under the Related Documents that are intended to evidence such security interests in the Securitization IP;
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(g) paying or causing to be paid or discharged, from funds of the Securitization Entities, any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the Securitization IP or contesting the same in good faith;
(h) obtaining licenses of third-party Intellectual Property for use and sublicense in connection with the Securitized Restaurant Business and the other assets of the Securitization Entities; and
(i) managing passwords for, content on, administration of, and access to social media accounts, website hosting accounts, mobile app accounts and other similar online accounts.
“IT Services” means information technology services, including, without limitation, (a) certain technology-related services under technology agreements with Franchisees; (b) implementing new software solutions; and (c) acquiring, providing and/or installing IT equipment, including computers, web-based mobile device, point-of-sale system, kitchen display equipment, speed of service equipment, network infrastructure equipment and order confirmation system.

“Jack in the Box” has the meaning set forth in the preamble.
“JIB Franchise Incentive Contributions” has the meaning set forth in Section 2.4(b)(v).
“JIB Maintenance Payments” has the meaning set forth in Section 2.4(b)(iii).
“JIB Manuals” means the Jack in the Box System standards, specifications, and procedures, as they may be renamed, amended and expanded and consolidated by the Franchisor (or the Manager on behalf of the Franchisor) from time to time, that relate to the management and operating systems and controls and uniform standards, specifications and procedures for the purchase, preparation and sale of food and beverage products and the operation of quick service restaurants, and a distinctive building design, decor and color scheme, as prescribed from time to time by Jack in the Box for the operation of a Franchised Restaurant.
“JIB Properties” has the meaning set forth in the preamble.
“JIB Purchase Options” has the meaning set forth in Section 2.4(b)(vi).
“JIB Remodeling Incentive Payments” has the meaning set forth in Section 2.4(b)(iv).
“JIB Tenant Improvement Payments” has the meaning set forth in Section 2.4(b)(ii).
“Leadership Team” means the persons holding the following offices immediately prior to the date of the occurrence of a Change of Control: the Assistant Secretary, the Chief Financial Officer, the Controller, the Treasurer, the Chief Legal and Risk Officer, the Chief Investor Relations and Corporate Communications Officer, the Chief Development Officer, the Chief Information Officer, any Executive Vice President, any Senior Vice President, any person that reports directly to the Assistant Secretary or Chief Financial Officer or any other position that contains substantially the same responsibilities as of any of the positions listed above or reports to the Assistant Secretary; provided that from time to time an Authorized Officer of Jack in the Box Inc. may, upon written notice to the Control Party and the Trustee, change the list of offices comprising the Leadership Team so long as such list (x) at all times includes, at a minimum, the Assistant Secretary and Chief Financial Officer (or differently-titled successor offices performing substantially the same functions as the Assistant Secretary and/or Chief Financial Officer, as the case may be) and (y) at no time exceeds twenty (20) officers; provided, further, that any changes to such list notified to the Control Party and the Trustee during the period beginning on the date that is ninety (90) days preceding the announcement of a Change of Control and ending on the date that is twelve (12) months following the occurrence of a Change of Control shall be disregarded for purposes of this definition.
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 “Legal Services” means legal services, including, without limitation, (a) preparing and filing franchise disclosure documents with respect to New Securitized Development Agreements and New Securitized Franchise Agreements to comply, in all material respects, with applicable Requirements of Law; (b) complying with franchise industry‑specific government regulation and applicable Requirements of Law; (c) arranging for legal services with respect to the Securitized Assets, including with respect to the enforcement of the Managed Documents; (d) assessing and mitigating risks with respect to the Securitization Entities; (e) conducting internal audits of the Securitization Entities required under the Managed Documents; (f) calculating and compiling information required in connection with any report or certificate to be delivered pursuant to the Related Documents; (g) performing the duties and obligations of, and exercising and enforcing the rights of, the Securitization Entities under the Related Documents, including performing the duties and obligations of each applicable Securitization Entity under the IP License Agreements; and (h) legal assistance with performing the duties and obligations and enforcing the rights of the Securitization Entities under the Managed Documents, including entering into new Managed Documents from time to time.
 “Managed Document” means any contract, agreement, arrangement or undertaking relating to any of the Securitized Assets, including, but not limited to, the Contribution Agreements, the Securitized Franchise Agreements, the Securitized Development Agreements, the Securitized Franchisee Notes, the Securitized Leases and the IP License Agreements.
 “Manager” means Jack in the Box Inc., in its capacity as manager hereunder, unless a successor Person shall have become the Manager pursuant to the applicable provisions of the Indenture and this Agreement, and thereafter “Manager” shall mean such successor Person.
 “Manager Advance” means any advance of funds made by the Manager to, or on behalf of, a Securitization Entity in connection with the operation of the Securitized Restaurant Business and other Securitized Assets.
 “Manager Termination Event” has the meaning set forth in Section 6.1(a).
 “Managing Standard” means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Securitized Assets were owned by the Manager at such time; (b) are consistent with Ongoing Practice; (c) will enable the Manager to comply in all material respects with all of the duties and obligations of the Securitization Entities under the Related Documents and the Managed Documents; (d) are in material compliance with all applicable Requirements of Law; and (e) without limiting any of the foregoing, with respect to the use and maintenance of the Securitization Entities’ rights in and to the Securitization IP, are consistent with the standards imposed by the IP License Agreements.
 “Marketing Fund” means the marketing fund developed and established for the purpose of promoting and executing Marketing Programs and Activities relating to the Branded Restaurants and directing, preparing and/or placing advertising, promotions and/or communications to build the brand, in each case, on a regional or national basis.
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 “Marketing Programs and Activities” means the marketing programs and activities, including without limitation, preparing and conducting digital, social, television, radio, magazine, and newspaper advertising campaigns; purchasing radio, television, digital, social, magazine, newspaper and other media for the distribution of advertising campaigns; advertising through direct mail and outdoor billboards; preparing and conducting marketing/brand surveys and research, which may include awareness and usage surveys, focus groups, marketing surveys and consumer feedback surveys; public relations activities; research, development and testing of products, packaging, and concepts; brand positioning and marketing activation; preparing and executing email and internet-based marketing programs; employing advertising, public relations, and branding agencies and other professional consultants; and providing point-of purchase, collateral and other marketing materials to the restaurants operated under the Jack in the Box System.
 “Marketing Services” means marketing services, including, without limitation, (a) providing consultation and advice related to merchandising and local store marketing; (b) developing and executing programs for the Jack in the Box Brand; and (c) directing, preparing and/or placing advertising, promotions and communications to build the Jack in the Box Brand, including (i) preparing and conducting digital, social, television, radio, magazine and newspaper advertising campaigns, (ii) purchasing various media for the distribution of  advertisements, (iii) conducting marketing and brand surveys and research, (iv) conducting research, development and testing of products, packaging and concepts, (v) employing advertising, public relations and branding agencies or other professional consultants and (vi) providing marketing materials to restaurants.
 “Master Issuer” has the meaning set forth in the preamble.
 “Multiemployer Plan” means any Pension Plan that is a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.
 “New Asset Addition Date” means, with respect to any New Asset, the earliest of (i) the date on which such New Asset is acquired by the applicable Securitization Entity, (ii) the later of (a) the date upon which the closing occurs under the applicable contract giving rise to such New Asset and (b) the date upon which all of the diligence contingencies, if any, in the contract for purchase of the applicable New Asset expire and the Securitization Entity acquiring such New Asset no longer has the right to cancel such contract and (iii) if such New Asset is a New Securitized Franchise Agreement, New Securitized Development Agreement, New Securitized Lease or New Securitized Franchisee Note, the date on which the related Securitization Entity begins receiving payments from the applicable Franchisee in respect of such New Asset.
 “New Assets” means a New Securitized Company Restaurant, New Securitized Franchise Agreement, a New Securitized Development Agreement, New Real Estate Asset or New Securitized Franchisee Note or any other Securitized Asset contributed to, or otherwise entered into, acquired or created by, the Securitization Entities after the Initial Closing Date or any other asset(s) reasonably related to, incidental to, or useful in the judgment of the Manager in accordance with the Managing Standard, in connection with any of the foregoing.
 “Non-Securitization Entity Company Restaurants” means Branded Restaurants the Non-Securitization Entities may own and operate in the United States either that (1) cannot be contributed on the Closing Date due to contractual restrictions, legal requirements or other unforeseen circumstances or (2) may be temporarily held in order to refranchise them
 “Notes” has the meaning set forth in the recitals.
 “Ongoing Practice” means, in respect of any action or inaction, practices, standards and procedures that are at least as favorable or beneficial as the practices, standards and procedures of any Non‑Securitization Entities as performed with respect to any assets similar to those owned by a Securitization Entity that is owned or operated by such Non‑Securitization Entity.
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 “Pension Plan” means any “employee pension benefit plan,” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA and to which any company in the same Controlled Group as the Master Issuer has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five years or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.
 “Post‑Opening Services” means the services required to be performed under the applicable Securitized Franchise Documents by the applicable Securitization Entities after the opening of a Securitized Franchised Restaurant, in each case in accordance with and subject to the terms of this Agreement (including, for the avoidance of doubt, the Managing Standard), the Indenture, the other Related Documents and the Managed Documents, including, as may be required under the applicable Securitized Franchise Document, (a) providing such Franchisee access to certain basic training materials; (b) providing information on the preparation of products and other procedures; (c) providing training on new procedures and, if necessary, training materials to assist such Franchisee in training its employees; (d) providing such Franchisee consultation and advice from time to time concerning the operation of the restaurant, merchandising and local store marketing, as the Manager deems appropriate; (e) providing required additional or refresher training programs; (f) administering the value card programs of Jack in the Box; and (g) such other Post‑Opening Services as are required to be performed under applicable Securitized Franchise Documents; provided that such Post‑Opening Services provided by the Manager under this Agreement will not include any “add‑on” type corporate services provided by a Non‑Securitization Entity to a Franchisee, whether pursuant to the related Securitized Franchise Agreement or otherwise, the cost of which is not included in the royalties payable to the Franchisor under the related Securitized Franchise Agreement.
 “Power of Attorney” means the authority granted by a Securitization Entity to the Manager pursuant to a Power of Attorney in substantially the form set forth as Exhibit A‑1 or Exhibit A-2 hereto.
 “Pre‑Opening Services” means the services required to be performed under the applicable Securitized Franchise Documents by the applicable Securitization Entities prior to the opening of a Securitized Franchised Restaurant, in each case in accordance with and subject to the terms of this Agreement (including, for the avoidance of doubt, the Managing Standard), the Indenture, the other Related Documents and the Managed Documents, including, as required under the applicable Securitized Franchise Document, (a) providing the applicable Franchisee with standards for the design, construction, equipping and operation of such Securitized Franchised Restaurant and the approval of locations meeting such standards; (b) providing such Franchisee with a set of existing prototypical plans for the Franchisee’s selected prototype building which are to be used by the Franchisee’s approved architect for site adaptation purposes when developing the new restaurant’s permit and construction documents (for non-traditional locations, specifications and standards instead of prototypical plans); (c) providing such Franchisee with specifications for equipment, signs and fixtures, opening inventory, supplies and other materials needed to open the Securitized Franchised Restaurant; (d) providing a list of approved suppliers for all items where approved suppliers are required; (e) providing training to the franchise operator and restaurant manager; (f) providing access to or copies of confidential standards, policies, procedures and other manuals; and (g) providing such Franchisee with such other assistance in the pre‑opening, opening and initial operation of such Securitized Franchised Restaurant, as is required to be provided under applicable Securitized Franchise Documents; provided that such Pre‑Opening Services provided by the Manager under this Agreement will not include any “add‑on” type corporate services provided by a Non‑Securitization Entity to a Franchisee, whether pursuant to the related Securitized Franchise Agreement or otherwise, the cost of which is not included in the royalties payable to the Franchisor under the related Securitized Franchise Agreement.
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 “Procurement Services” means services relating to the supply chain, distribution and procurement, including, without limitation, (a) facilitating Franchisees’ purchase of food, chemicals, uniforms and package items from approved suppliers or provide approval for procurement from a source other than an existing approved supplier; (b) inspecting the approved suppliers’ facilities for announced and unannounced inspections and independently evaluating and testing the products from suppliers; (c) negotiating price and other contract terms with suppliers; (d) conducting food safety and product quality testing, inspections and remediation activities; (e) ensuring that suppliers to the Jack in the Box System meet quality control standards and arranging for the Securitization Entities to enter into necessary supply agreements; and (f) establishing and/or providing quality control services and standards for food, equipment, suppliers and distributors in connection with the Securitized Restaurant Business and monitoring compliance with such standards.
 “Real Estate Services” means acquiring, developing, managing, maintaining, protecting, enforcing, defending, leasing and undertaking, or causing to be undertaken, such other duties and services as may be necessary in connection with the Real Estate Assets on behalf of JIB Properties, in each case in accordance with and subject to the terms of this Agreement (including, for the avoidance of doubt, the Managing Standard), the Indenture, the other Related Documents and the Managed Documents, as agent for JIB Properties, including, without limitation, (a) providing access to the project management system as needed for the exchange of plans, specifications and other resources between the architect(s) and Jack in the Box; (b) providing approval of potential sites for restaurants; (c) providing a list of approved real estate brokers in major markets; (d) facilitate purchase of furniture, décor and signage from approved suppliers; (e) taking those actions that are required under the Related Documents and Requirements of Law to maintain continuous perfection (where applicable) and priority (subject to Permitted Liens and the exclusions from perfection requirements under the Indenture, the Guarantee and Collateral Agreement and the Related Documents) of any Securitization Entity’s and the Trustee’s respective interests in the Collateral; and (f) preparing and delivering Mortgages after the occurrence of a Mortgage Preparation Event .
“Recipient” has the meaning ascribed to such term in Section 7.1.
“Required Consent Agreements” means the certain supply agreements, service agreements and lease agreements related to the Securitized Assets that require consent of the applicable counterparty for an assignment to the applicable Securitization Entity without triggering a default thereunder.
 “Restaurant and Franchise Development Services” means services relating to the development of restaurants and franchises, including, without limitation, (a) making or causing the collection of amounts owing under the terms and provisions of each Managed Document and the Related Documents, including managing (i) the applicable Securitization Entities’ rights and obligations under the Securitized Franchise Agreements and the Securitized Development Agreements (including performing Pre‑Opening Services and Post‑Opening Services) and (ii) the right to approve amendments, waivers, modifications and terminations of (including extensions, modifications, write‑downs and write‑offs of obligations owing under) Securitized Franchise Documents and other Managed Documents (which amendments to Securitized Franchise Agreements may be effected by replacing such Securitized Franchise Agreement with a New Securitized Franchise Agreement on the then‑current form of the applicable Securitized Franchise Agreement) and to exercise all rights of the applicable Securitization Entities under such Securitized Franchise Documents and other Managed Documents; (b) performing due diligence with respect to, selecting and approving new Franchisees, performing due diligence with respect to and approving extensions of credit to Franchisees pursuant to New Securitized Franchisee Notes and providing personnel to manage the due diligence, selection and approval process; (c) preparing New Securitized Franchise Agreements, New Securitized Development Agreements and New Securitized Franchisee Notes (and related documents), including, among other things, adopting variations to the forms of agreements used in documenting such agreements and preparing and executing documentation of assignments, transfers, terminations, renewals, site relocations and ownership changes, in all cases, subject to and in accordance with the terms of the Related Documents; and (d) evaluating and approving assignments of Securitized Franchise Agreements, Securitized Development Agreements and New Securitized Franchisee Notes (and related documents) to third‑party franchisee candidates or existing Franchisees.
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 “Securitization Entities” has the meaning set forth in the preamble.
 “Securitization IP” has the meaning set forth in the Base Indenture.
 “Securitization Transaction” has the meaning set forth in the Base Indenture.
 “Securitized Company Restaurant Services” means the services required to perform all of the duties and obligations of JIB Properties in connection with the operations and ownership of the Securitized Company Restaurants, including, without limitation, (a) collecting revenues generated by the Securitized Company Restaurants; (b) maintaining appropriate levels of property and casualty insurance and performing any other activities necessary or desirable for the operation of the Securitized Company Restaurants and the development, acquisition and disposition of Securitized Company Restaurants, in each case as permitted or required under the Related Documents; (c)  causing all revenue generated from the operation of the Securitized Company Restaurants to be deposited into the applicable Securitized Company Restaurant Account in accordance with the terms of the Indenture; (d) on and after the Initial Closing Date, withdrawing available amounts on deposit in the applicable Securitized Company Restaurant Account to pay the Restaurant Operating Expenses that are incurred or committed to be paid by JIB Properties relating to the operation of the Securitized Company Restaurants, such as the cost of goods sold, labor, repair and maintenance expenses to the extent not capitalized, insurance (including self‑insurance), litigation and settlement costs relating to the Securitized Assets, applicable Company Restaurant IP License Fees and lease payments to third-party landlords; (e) hiring, training and managing employees (or supervising the hiring, training and management of the same) and negotiating with vendors, suppliers, distributors and other third parties on behalf of JIB Properties in connection with the operation of Securitized Company Restaurants; (f) selecting and acquiring Securitized Company Restaurant Assets, such as furnishings, cooking equipment, cooking supplies and computer equipment, on behalf of JIB Properties and disposing of such Securitized Company Restaurant Assets in accordance with the terms of this Agreement and the other Related Documents; (g) implementing renovation projects at Securitized Company Restaurants on behalf of JIB Properties; (h) developing and implementing new menu items to be served at Securitized Company Restaurants; and (i) performing the duties and obligations and enforcing the rights of JIB Properties pursuant to the terms of the Managed Documents to which it is a party.
 “Services” means the servicing and administration by the Manager of the Securitized Assets, in each case in accordance with and subject to the terms of this Agreement (including the Managing Standard), the Indenture, the other Related Documents and the Managed Documents for the applicable Securitization Entity, including, without limitation: (a) Consumer Analytics Services; (b) Finance and Accounting Services; (c) IP Services; (d) IT Services; (e) Legal Services; (f) Marketing Services; (g) Pre-Opening Services; (h) Post-Opening Services; (i) Procurement Services; (j) Restaurant and Franchise Development Services; (k) Securitized Company Restaurant Services; (l) Real Estate Services; (m) exercising the rights, duties and powers necessary or desirable to administer the Securitized Assets (including contract rights attached to such Securitized Assets) unless otherwise restricted by this Agreement, the Indenture and the other Related Document; and (n) performing such other services as may be necessary or appropriate from time to time and consistent with the Managing Standard and the Related Documents in connection with the Securitized Assets.
 “Single Employer Plan” has the meaning set forth in the Base Indenture.
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“Specified Non‑Securitization Debt” has the meaning set forth in Section 5.6.
“Specified Non‑Securitization Debt Cap” has the meaning set forth in Section 5.6.
“Springing Amendments Implementation Date” means the first date upon which all of the Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II and the Series 2019-1 4.970% Fixed Rate Senior Secured Notes, Class A-2-III are no longer Outstanding.
“Sub‑manager” has the meaning set forth in Section 2.10.
“Sub‑managing Arrangement” means an arrangement whereby the Manager engages any other Person (including any Affiliate) to perform certain of its duties under this Agreement excluding the fundamental corporate functions of the Manager; provided that (i) master franchise arrangements with Franchisees and temporary arrangements with Franchisees with respect to the management of one or more Branded Restaurants immediately following the termination of the former Franchisee thereof, and (ii) any agreement between the Manager and third‑party vendors pursuant to which the Manager purchases a specific product or service shall not be considered to be a Sub‑managing Arrangement.
“Term” shall have the meaning set forth in Section 8.1.
“Termination Notice” has the meaning set forth in Section 6.1(b).
“Trade Secrets” has the meaning set forth in the Base Indenture.
“Transition Plan” has the meaning set forth in the Back-up Management Agreement.
“Trustee” has the meaning set forth in the preamble.
“Voting Stock” means Equity Interests of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors, managers or trustees of a corporation (irrespective of whether or not at the time Equity Interests of any other class or classes will have or might have voting power by reason or the happening of any contingency).
“Weekly Management Fee” means, with respect to each Weekly Allocation Date, the amount determined by dividing:
(a) an amount equal to the sum of (A) a $17,000,000 base fee, plus (B)(1) $15,000 for each Securitized Franchised Restaurant and Non-Securitization Entity Company Restaurant and (2) $33,000 for each Securitized Company Restaurant; by
(b) 52;
provided that the Weekly Management Fee will be adjusted on each Weekly Allocation Date to reflect any change to the number of Securitized Franchised Restaurants, Securitized Restaurants and Non-Securitization Entity Company Restaurants as set forth in the related Weekly Manager’s Certificate (which change will be effective on and after the first day of the Weekly Collection Period immediately following delivery of the related Weekly Manager’s Certificate, it being agreed that the Manager shall update the number of Securitized Franchised Restaurants, Securitized Restaurants and Non-Securitization Entity Company Restaurants as often as reasonably practicable but at least once in each Four-Week Fiscal Period); provided, further, that (X) each of the amounts set forth in clauses (i)(A) and (i)(B) will be subject to successive 2.0% annual increases on the first day of the Quarterly Collection Period that commences immediately following each anniversary of the Initial Closing Date and that the incremental increased portion of such fees will be payable only to the extent that the sum of the amounts set forth in clauses (i)(A) and (i)(B) as so increased will not exceed 35% of the aggregate Retained Collections over the preceding four (4) Quarterly Collection Periods or (Y) a new formula may be designated by the Master Issuer in writing to the Trustee, so long as (a) the Master Issuer certifies in writing to the Trustee and the Control Party that (i) the formula was determined in consultation with the Back-Up Manager, and (ii) the Master Issuer discloses the formula in each Quarterly Noteholders’ Report and (b) each of the Trustee and the Control Party has received written confirmation from the Master Issuer that the Rating Agency Condition with respect to each Series of Notes Outstanding has been satisfied with respect to such new formula.
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Section 1.2             Other Defined Terms.
(a) Each term defined in the singular form in Section 1.1 or elsewhere in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement and each term defined in the plural form in Section 1.1 or elsewhere in this Agreement shall mean the singular thereof when the singular form of such term is used herein.
(b) The words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified.
(c) Unless as otherwise provided herein, the word “including” as used herein shall mean “including without limitation.”
(d) All accounting terms not specifically or completely defined in this Agreement shall be construed in conformity with GAAP.
(e) Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Agreement, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Agreement or the other Related Documents, in accordance with GAAP.  When used herein, the term “financial statement” shall include the notes and schedules thereto.  All accounting determinations and computations hereunder shall be made without duplication.
Section 1.3              Other Terms.  All terms used in Article 9 of the UCC as in effect from time to time in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.
Section 1.4             Computation of Time Periods.  Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”
ARTICLE II

ADMINISTRATION AND SERVICING OF SECURITIZED ASSETS
Section 2.1             Jack in the Box to Act as Manager.
(a) Engagement of the Manager.  The Manager is hereby authorized by each Securitization Entity, and hereby agrees, to perform the Services (or refrain from the performance of the Services) subject to and in accordance with the Managing Standard and the terms of this Agreement, the other Related Documents and the Managed Documents.  With respect to the IP Services, the Manager shall perform such IP Services in accordance with the Managing Standard, unless the Franchisor determines, in its sole discretion, that additional action is necessary or desirable in furtherance of the protection of the Securitization IP in which case the Manager shall perform such IP Services and additional related services as are reasonably requested by the Franchisor.  The Manager, on behalf of the Securitization Entities, shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions of this Agreement and in accordance with the Managing Standard, the Indenture and the other Related Documents and the Managed Documents, to take, or refrain from taking, any such actions, and to do any and all things in connection with performing the Services that the Manager may deem necessary or desirable.  Without limiting the generality of the foregoing, but subject to the provisions of this Agreement, including Section 2.8, the Indenture and the other Related Documents, the Manager, in connection with performing the Services, is hereby authorized and empowered to execute and deliver, in the Manager’s own name (in its capacity as agent for the applicable Securitization Entity) or in the name of any Securitization Entity (pursuant to the applicable Power of Attorney), on behalf of any Securitization Entity any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Securitized Assets, including, without limitation, consents to sales, transfers or encumbrances of a franchise by a Franchisee or consents to assignments and assumptions of the Franchise Agreements by any Franchisee in accordance with the terms thereof.  For the avoidance of doubt, the parties hereto acknowledge and agree that the Manager is providing Services directly to each applicable Securitization Entity.  Nothing in this Agreement shall preclude the Securitization Entities from performing the Services or any other act on their own behalf at any time and from time to time.
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(b) Actions to Create and Perfect Security Interests.  Subject to the terms of the Indenture, including any applicable Series Supplement, and the Related Documents, the Manager shall take those actions that are required under the Related Documents and Requirements of Law to maintain continuous perfection (where applicable) and priority (subject to Permitted Liens) of any Securitization Entity’s and the Trustee’s respective interests in the Securitized Assets to the extent required by the Indenture and the Guarantee and Collateral Agreement.  Without limiting the foregoing, the Manager shall file or cause to be filed with the appropriate government office the financing statements on Form UCC‑1, assignments of financing statements on Form UCC‑3, any filings related to the Securitization IP as required by Section 8.25(c) and (d) of the Base Indenture and other filings required to be filed in connection with the Indenture and the other Related Documents.  Upon the occurrence of a Mortgage Preparation Event, the Manager shall cause the preparation of fully executed Mortgages for recordation against the Real Estate Assets (excluding the Securitized Company Restaurant Third‑Party Leases and Securitized JIB Back-to-Back Leases) and within ninety (90) days of such Mortgage Preparation Event shall deliver such Mortgages to the Trustee in accordance with Section 8.37 of the Base Indenture, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs.  In accordance with Section 8.37 of the Base Indenture, the Trustee shall be reimbursed for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments.
(c) Ownership of Manager‑Developed IP.
(i) The Manager acknowledges and agrees that all Securitization IP, including any Manager‑Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the Franchisor.  Any copyrightable material included in such Manager‑Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” under applicable copyright law (including within the meaning of Section 101 of the U.S. Copyright Act of 1976, as amended) and owned by the Franchisor.  The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in and to all Manager‑Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the Franchisor.  Notwithstanding the foregoing, the Manager‑Developed IP to be transferred to the Franchisor shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the Franchisor.  All applications to register Manager‑Developed IP shall be filed in the name of the Franchisor.
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(ii) The Manager agrees to cooperate in good faith with the Franchisor for the purpose of securing and preserving the Franchisor’s rights in and to the applicable Manager‑Developed IP, including executing any documents and taking any actions, at the Franchisor’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchisor’s sole legal title in and to such Manager‑Developed IP (as described in Section 2.1(c)(i)), it being acknowledged and agreed that any expenses in connection therewith shall be paid by the Franchisor.  The Manager hereby appoints the Franchisor (with respect to the Securitization IP) as its attorney‑in‑fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchisor’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.
(d) Grant of Power of Attorney.  In order to provide the Manager with the authority to perform and execute its duties and obligations as set forth herein, the Securitization Entities shall execute and deliver on the Closing Date a Power of Attorney in substantially the form set forth as Exhibit A-1 (with respect to the Franchisor) and Exhibit A-2 (with respect to the Securitization Entities) hereto to the Manager, which Powers of Attorney shall terminate in the event that the Manager’s rights under this Agreement are terminated as provided herein. The Securitization Entities shall deliver, at the request of the Manager, one or more additional Power of Attorney in substantially the form set forth in Exhibit A-1 or Exhibit A-2, as applicable, from time to time as may be necessary to perform the Services.
(e) Franchisee Insurance.  The Manager acknowledges that, to the extent that it or any of its Affiliates is named as a “loss payee” or “additional insured” under any insurance policies of any Franchisee, it shall use commercially reasonable efforts to cause it to be so named in its capacity as the Manager on behalf of the applicable Securitization Entity, and the Manager shall promptly (i) deposit or cause to be deposited to the applicable Concentration Account any proceeds received by it or by any Securitization Entity or any other Affiliate under such insurance policies (other than amounts described in the following clause (ii)) and (ii) disburse to the applicable Franchisee any proceeds of any such insurance policies payable to such Franchisee pursuant to the applicable Securitized Franchise Agreement.
(f) Manager Insurance.  The Manager shall maintain adequate insurance consistent with the type and amount maintained by the Manager as of the Closing Date, subject, in each case, to any adjustments or modifications made in accordance with the Managing Standard.  Such insurance shall cover each of the Securitization Entities, as an additional insured, to the extent that such Securitization Entity has an insurable interest therein.  All insurance policies maintained by the Manager on the Closing Date are listed on Schedule 2.1(f) hereto.
(g) Value Card Sales and Redemption.  The Manager shall be responsible for administering the value card programs of the Jack in the Box Brand and shall collect the proceeds of the initial sale of value cards that are sold on the internet, to third-parties for distribution, at Securitized Restaurants, at third-party retail locations or at other value card vendors in one or more accounts in the name of the Manager (or an Affiliate thereof). Following the redemption of any value card or portion thereof at any Securitized Restaurant, the Manager shall oversee the delivery of the redeemed amount to the applicable Securitized Restaurant and the reimbursement of any third party advancing funds to the owner of the Securitized Restaurant as part of the redemption process.
Section 2.2              Accounts.
(a) Collection of Payments; Remittances; Collection Account.  The Manager shall maintain and manage the Management Accounts (and certain other accounts from time to time) in the name of, and for the benefit of, the Securitization Entities.  The Manager shall (on behalf of the Securitization Entities) (i) cause the collection of Collections in accordance with the Managing Standard and subject to and in accordance with the Related Documents and (ii) make all deposits to and withdrawals from the Management Accounts in accordance with this Agreement (including the Managing Standard), the Indenture and the applicable Managed Documents.  The Manager shall (on behalf of the Securitization Entities) make all deposits to the Collection Account in accordance with terms of the Indenture.
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(b) Deposit of Misdirected Funds; No Commingling; Misdirected Payments.  The Manager shall promptly deposit into a Concentration Account, the Collection Account or such other appropriate account within three (3) Business Days immediately following Actual Knowledge of the Manager of the receipt thereof and in the form received with any necessary endorsement or in cash, all payments in respect of the Securitized Assets incorrectly deposited into another account.  In the event that any funds not constituting Collections are incorrectly deposited in any Account, the Manager shall promptly withdraw such amounts after obtaining Actual Knowledge thereof and shall pay such amounts to the Person legally entitled to such funds.  Except as otherwise set forth herein or in the Base Indenture, the Manager shall not commingle any monies that relate to Securitized Assets with its own assets and shall keep separate, segregated and appropriately marked and identified all Securitized Assets and any other property comprising any part of the Securitized Assets, and for such time, if any, as such Securitized Assets or such other property are in the possession or control of the Manager to the extent such Securitized Assets or such other property is included in the Securitized Assets, the Manager shall hold the same in trust for the benefit of the Trustee and the Secured Parties (or, following termination of the Indenture, the applicable Securitization Entity).  Additionally, the Manager, promptly after obtaining Actual Knowledge thereof, shall notify the Trustee in the Weekly Manager’s Certificate of any amounts incorrectly deposited into any Indenture Trust Account and arrange for the prompt remittance by the Trustee of such funds from the applicable Indenture Trust Account to the Manager.  The Trustee shall have no obligation to verify any information provided to it by the Manager in any Weekly Manager’s Certificate and shall remit such funds to the Manager based solely on such Weekly Manager’s Certificate.
(c) Investment of Funds in Management Accounts.  The Manager shall have the right to invest and reinvest funds deposited in any Management Account constituting a “securities account” within the meaning of Section 8-501 of the New York UCC in Eligible Investments maturing no later than the Business Day preceding each Weekly Allocation Date.  All income or other gain from such Eligible Investments will be credited to the related Management Account, and any loss resulting from such investments will be charged to the related Management Account.  The Investment Income (net of losses and expenses) available on deposit in the Management Accounts will be withdrawn on each Weekly Allocation Date for deposit to the Collection Account for application as Collections on such Weekly Allocation Date.
Section 2.3              Records.
(a) The Manager shall, in accordance with the Managing Standard, retain all material data (including computerized records) relating directly to, or maintained in connection with, the servicing of the Securitized Assets at its address indicated in Section 8.5 (or at an off‑site storage facility reasonably acceptable to the Securitization Entities, the Servicer and the Back‑Up Manager) or, upon thirty (30) days’ notice to the Securitization Entities, each Rating Agency, the Back‑Up Manager, the Trustee and the Servicer, at such other place where the servicing office of the Manager is located (provided that the servicing office of the Manager shall at all times be located in the United States), and shall give the Trustee, the Back‑Up Manager and the Servicer access to all such data in accordance with the terms and conditions of the Related Documents; provided, however, that the Trustee shall not be obligated to verify, recalculate or review any such data.  The Manager acknowledges that the Franchisor shall own the Intellectual Property rights in all such data.
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(b) If the rights of Jack in the Box Inc., as the initial Manager, shall have been terminated in accordance with Section 6.1 or if this Agreement shall have been terminated pursuant to Section 8.1, Jack in the Box Inc., as the initial Manager, shall, upon demand of the Trustee (based upon the written direction of the Control Party), in the case of a termination pursuant to Section 6.1, or upon the demand of the Securitization Entities, in the case of a termination pursuant to Section 8.1, deliver to the Successor Manager, or destroy at the request of the demanding party or its designee, all data in its possession or under its control (including computerized records) necessary or desirable for the servicing of the Securitized Assets.
Section 2.4             Administrative Duties of Manager.
(a) Duties with Respect to the Related Documents.  The Manager, in accordance with the Managing Standard, shall perform the duties of the applicable Securitization Entities under the Related Documents except for those duties that are required to be performed by the equity holders, stockholders, directors, or managers of such Securitization Entity pursuant to applicable law.  In furtherance of the foregoing, the Manager shall consult with the managers or the directors, as the case may be, of the Securitization Entities as the Manager deems appropriate regarding the duties of the Securitization Entities under the Related Documents.  The Manager shall monitor the performance of the Securitization Entities and, promptly upon obtaining Actual Knowledge thereof, shall advise the applicable Securitization Entity when action is necessary to comply with such Securitization Entity’s duties under the Related Documents.  The Manager shall prepare for execution by the Securitization Entities or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Securitization Entities to prepare, file or deliver pursuant to the Related Documents.
(b) Duties with Respect to the Securitization Entities.  In addition to the duties of the Manager set forth in this Agreement or any of the Related Documents, the Manager, in accordance with the Managing Standard, shall perform such calculations and shall prepare for execution by the Securitization Entities or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Securitization Entities to prepare, file or deliver pursuant to applicable law, including, for the avoidance of doubt, securities laws and franchise laws.  Pursuant to the directions of the Securitization Entities and in accordance with the Managing Standard, the Manager shall administer, perform or supervise the performance of such other activities in connection with the Securitization Entities as are not covered by any of the foregoing provisions and as are expressly requested by any Securitization Entity and are reasonably within the capability of the Manager.  The Manager shall provide notice to the Servicer as soon as practicable if an administrative action in excess of $5,000,000 is taken in any fiscal quarter in connection with clauses (i) through (v) below.
(i) Tenant Improvement Allowances.  The Manager shall be responsible for collecting and administering tenant improvement allowances and similar amounts received from landlords with respect to the Securitized Leases and the New Securitized Leases.  Any such amounts received from landlords will be collected and maintained in one or more accounts by the Manager, and shall be utilized by the Manager as required by the relevant Securitized Lease or for improvements, renovations or other capital expenditures in respect of real property subject to the Securitized Leases and the New Securitized Leases or, to the extent any such funds represent a reimbursement of such expenditures previously made by the Manager, may be retained by the Manager.  The Manager shall administer such amounts in accordance with the Managing Standard.
(ii) JIB Tenant Improvement Payments.  After the Closing Date, theThe Manager willagrees not agree to make any JIB Tenant Improvement Payments in connection with any Securitized Franchisee Back-to-Back Sublease or Securitized Owned-Property Franchisee Lease unless (i) Jack in the Box Inc. has elected to fund the related JIB Tenant Improvement Payment by making a voluntary capital contribution to JIB Properties in accordance with the terms of the Master Real Estate Agreement or (ii) the Residual Amount is available (or will be available) to fund the applicable JIB Tenant Improvement Payment as determined by the Manager in accordance with the Managing Standard.
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(iii) JIB Maintenance Payments.  The Manager willagrees not agree to make any JIB Maintenance Payments beyond what is required to be paid under any Securitized Franchisee Back-to-Back Sublease or Securitized Owned-Property Franchisee Lease unless (i) Jack in the Box Inc. has elected to fund the related JIB Maintenance Payment by making a voluntary capital contribution to JIB Properties in accordance with the terms of the Master Real Estate Agreement or (ii) the Residual Amount is available (or will be available) to fund the applicable JIB Maintenance Payment as determined by the Manager in accordance with the Managing Standard.
(iv) JIB Remodeling Incentive Payments.  The Manager willagrees not agree to make any JIB Remodeling Incentive Payments beyond what is required to be paid under any purchase agreement associated with the sale of certain restaurants unless (i) Jack in the Box Inc. has elected to fund the related JIB Remodeling Incentive Payment by making a voluntary capital contribution to the Franchisor in accordance with the terms of the Master Real Estate Agreement or (ii) the Residual Amount is available (or will be available) to fund the applicable JIB Remodeling Incentive Payment as determined by the Manager in accordance with the Managing Standard.
(v) JIB Franchise Incentive Contributions.  The Manager willagrees not agree to make any such JIB Franchise Incentive Contributions beyond what is required to be paid under the applicable Securitized Franchise Agreement unless (i) Jack in the Box Inc. has elected to fund the related JIB Franchise Incentive Contribution by making a voluntary capital contribution to the Franchisor in accordance with the terms of the Master Real Estate Agreement or (ii) the Residual Amount is available (or will be available) to fund the applicable JIB Franchise Incentive Contribution as determined by the Manager in accordance with the Managing Standard.
(vi) JIB Purchase Options.  After the Closing Date, theThe Manager willagrees not agree to exercise any JIB Purchase Options on properties related to Securitized Company Restaurant Third-Party Leases or Securitized JIB Back-to-Back Leases unless (x) Jack in the Box Inc. has elected to fund the related JIB Purchase Option by making a voluntary capital contribution to JIB Properties in accordance with the terms of the Master Real Estate Agreement, (y) the Residual Amount is available (or will be available) to fund the applicable JIB Purchase Option as determined by the Manager in accordance with the Managing Standard or (z) the exercise of such option constitutes a permitted investment in Eligible Assets sourced from funds representing Insurance/Condemnation Proceeds or Asset Disposition Proceeds in accordance with the Indenture, to the extent funds are available after the reimbursements and prepayments are made pursuant to Section 5.12(i)(A) through (C) of the Base Indenture.
(c) Records.  The Manager shall maintain appropriate books of account and records relating to the Services performed under this Agreement, which books of account and records shall be accessible for inspection (i) by the Securitization Entities during normal business hours and upon reasonable notice and (ii) by the Trustee, the Back‑Up Manager, the Servicer and the Controlling Class Representative in accordance with Section 3.1(d).
(d) Election of Controlling Class Representative.  Pursuant to Section 11.01(d) of the Base Indenture, if two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were submitted, the Manager shall choose the Controlling Class Representative from one of such CCR Candidates.
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Section 2.5            No Offset.  The payment obligations of the Manager under this Agreement shall not be subject to, and the Manager hereby waives, in connection with the performance of such obligations, any right of offset that the Manager has or may have against the Trustee, the Servicer or the Securitization Entities, whether in respect of this Agreement, the other Related Documents or any document governing any Securitized Asset or otherwise.
Section 2.6            Compensation and Expenses.  As compensation for the performance of its obligations under this Agreement, the Manager shall receive the Weekly Management Fee and the Supplemental Management Fee, if any, on each Weekly Allocation Date out of amounts available therefor under the Indenture on such Weekly Allocation Date in accordance with the Priority of Payments.  In addition to the foregoing fees, the Manager is entitled to receive (i) Excluded Amounts received from  Franchisees relating to corporate services provided by the Manager to the Franchisees, including repairs and maintenance, value card administration, employee training, point-of-sale system maintenance and support, upfront onboarding fees and maintenance of other information technology systems and (ii) equivalent amounts from JIB Properties for corporate services provided by the Manager to JIB Properties similar to those received from Franchisees pursuant to clause (i).  The Manager is required to pay from its own funds all expenses it may incur in performing its obligations hereunder.
Section 2.7              Indemnification.
(a) The Manager agrees to indemnify and hold harmless each of the Securitization Entities, the Trustee, the Back‑Up Manager and the Servicer (both in its capacity as Servicer and as Control Party) and their respective members, officers, directors, managers, employees and agents (each, an “Indemnitee”) for all claims, losses, penalties, fines, forfeitures, liabilities, obligations, damages, actions, suits and related costs and judgments and other costs, fees and reasonable expenses, including reasonable and documented fees, out‑of‑pocket charges and disbursements of counsel (other than the allocated costs of in‑house counsel), that any of them may incur as a result of (i) the failure of the Manager to perform or observe its obligations under this Agreement or any other Related Document to which it is a party in its capacity as Manager, (ii) the breach by the Manager of any representation, warranty or covenant under this Agreement or any other Related Document to which it is a party in its capacity as Manager; or (iii) the Manager’s bad faith, negligence or willful misconduct in the performance of its duties under this Agreement and the other Related Documents; provided, however, that there shall be no indemnification under this Section 2.7(a) in respect of losses on the value of any Securitized AssetsAsset for a breach of any representation, warranty or covenant relating to any New Asset provided in Article V so long as the Manager has complied with Section 2.7(b) and Section 2.7(c) hereunder; provided, further, that the Manager shall have no obligation of indemnity to an Indemnitee to the extent any such claims, losses, penalties, fines, forfeitures, liabilities, obligations, damages, actions, suits and related costs and judgments and other costs, fees and reasonable expenses are caused by the bad faith, gross negligence, willful misconduct, or breach of this Agreement by such Indemnitee (unless caused by the Manager with respect to a Securitization Entity).  In the event the Manager is required to make an indemnification payment pursuant to this Section 2.7(a) the Manager shall promptly pay such indemnification payment directly to the applicable Indemnitee (or, if due to a Securitization Entity, shall deposit such indemnification payment directly to the Collection Account).
(b) In the event of a breach of any representation, warranty or covenant relating to any New Asset provided in Article V that is not remedied within thirty (30) days of the Manager having obtained Actual Knowledge of such breach or written notice thereof, the Manager shall promptly notify the Trustee and the Servicer and either (x) repurchase all of the Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) or Real Estate Assets relating to such Securitized Restaurant for an amount equal to the related Indemnification Amount or to pay the Indemnification Amount to the applicable Securitization Entity and (y) reimburse the applicable Securitization Entity for the expenses related to defending or enforcing its rights in such Securitization IP; provided, that if the applicable breach affects only a portion of the Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) or Real Estate Assets relating to a Securitized Restaurant, without Material Adverse Effect on the cash flow generated by the unaffected Securitized Franchise Asset, Securitized Company Restaurant (and the related Securitized Company Restaurant Assets) or Real Estate Asset, the Manager shall only be required to repurchase or pay the Indemnification Amount with respect to the affected portion of such Securitized Franchise Asset, Securitized Company Restaurant (and the related Securitized Company Restaurant Assets) or Real Estate Asset.  Upon confirmation by the Trustee or the Servicer of the payment by the Manager of the Indemnification Amount to the Collection Account with respect to any Securitized Franchise Asset, Securitized Company Restaurant (and the related Securitized Company Restaurant Assets) or Real Estate Asset in accordance with the preceding sentence and all amounts, if any, owing at such time under Section 2.7(c) below, the applicable Securitization Entity shall, to the extent permitted by applicable law and subject to receipt of necessary landlord consents, assign all such Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) or Real Estate Assets to the Manager and the Manager shall accept assignment of such Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) or Real Estate Assets from the relevant Securitization Entity.  Such Securitization Entity shall, in such event, make all assignments of such Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) and Real Estate Assets necessary to effect such assignment, as applicable.  Any such assignment by any Securitization Entity shall be without recourse to, or representation or warranty by, such Securitization Entity and such Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) and Real Estate Assets shall no longer be subject to the Lien of the Indenture.
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(c) In addition to the rights provided in Section 2.7(b), the Manager agrees to indemnify and hold each Indemnitee harmless if any action or proceeding (including any governmental investigation and/or the assessment of any fines or similar items) shall be brought or asserted against such Indemnitee in respect of a material breach of any representation, warranty or covenant relating to any New Asset provided in Article V to the extent provided in Section 2.7(a).
(d) Any Indemnitee that proposes to assert the right to be indemnified under this Section 2.7 shall promptly, after receipt of notice of the commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Manager, notify the Manager of the commencement of such action, suit or proceeding, enclosing a copy of all papers served.  In the event that any action, suit or proceeding shall be brought against any Indemnitee, such Indemnitee shall notify the Manager of the commencement thereof and the Manager shall be entitled to participate in, and to the extent that it shall wish, to assume the defense thereof, with its counsel reasonably satisfactory to such Indemnitee (which, in the case of a Securitization Entity, shall be reasonably satisfactory to the Control Party as well), and after notice from the Manager to such Indemnitee of its election to assume the defense thereof, the Manager shall not be liable to such Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the defense thereof; provided that the Manager shall not enter into any settlement with respect to any claim or proceeding unless such settlement includes a release of such Indemnitee from all liability on claims that are the subject matter of such settlement; and provided, further, that the Indemnitee shall have the right to employ its own counsel in any such action the defense of which is assumed by the Manager in accordance with this Section 2.7(d), but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been specifically authorized by the Manager, (ii) the Manager is advised in writing by counsel to such Indemnitee or the Control Party that joint representation would give rise to a conflict of interest between such Indemnitee’s position and the position of the Manager in respect of the defense of the claim, (iii) the Manager shall have failed within a reasonable period of time to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any such action or proceeding or (iv) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnitee and the Manager, and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Manager (in which case, the Indemnitee notifies the Manager in writing that it elects to employ separate counsel at the expense of the Manager, the reasonable fees and expenses of such Indemnitee’s counsel shall be borne by the Manager and the Manager shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnitee, it being understood, however, that the Manager shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for such fees and expenses of more than one separate firm of attorneys at any time for the Indemnitee).  The provisions of this Section 2.7 shall survive the termination of this Agreement or the earlier resignation or removal of any party hereto; provided, however, that no Successor Manager shall be liable under this Section 2.7 with respect to any Defective New Asset or any other matter occurring prior to its succession hereunder.  Notwithstanding anything in this Section 2.7 to the contrary, any delay or failure by an Indemnitee in providing the Manager with notice of any action shall not relieve the Manager of its indemnification obligations except to the extent the Manager is materially prejudiced by such delay or failure of notice.
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Section 2.8            Nonpetition Covenant.  The Manager shall not, prior to the date that is one year and one day, or if longer, the applicable preference period then in effect, after the payment in full of the Outstanding Principal Amount of the Notes of each Series, petition or otherwise invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against any Securitization Entity under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Securitization Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of such Securitization Entity.
Section 2.9             Franchisor Consent.  Subject to the Managing Standard and the terms of the Indenture, the Manager shall have the authority, on behalf of the applicable Securitization Entities, to grant or withhold consents of the “franchisor” required under the Securitized Franchise Documents.
Section 2.10          Appointment of Sub‑managers.  The Manager may enter into Sub‑managing Arrangements with third parties (including Affiliates) (each, a “Sub‑manager”) to provide the Services hereunder; provided, other than with respect to a Sub‑managing Arrangement with an Affiliate of the Manager, that no Sub‑managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such Sub‑manager executes and delivers an agreement, in form and substance reasonably satisfactory to the Control Party, to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub‑managing Arrangement shall be terminable by the Control Party upon a Manager Termination Event and shall contain transitional servicing provisions substantially similar to those provided in Section 6.3 and intellectual property provisions substantially similar to those provided in Section 6.4, (iii) a written notice has been provided to the Trustee and the Back‑Up Manager and (iv) such Sub‑managing Arrangement, or assignment and assumption by such Sub‑manager, satisfies the Rating Agency Condition.  Such Sub-managing Arrangements may include engaging a Non-Securitization Entity as its Sub-manager for purposes of making available to the applicable Securitization Entity any rights, assets and services under a Required Consent Agreement, as set forth in Section 5.4 hereof. The Manager shall not enter into any Sub‑managing Arrangement which delegates the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Jack in the Box Brand to any Person that is not an Affiliate without receiving the prior written consent of the Control Party.  The Manager may delegate to any Sub-manager administration of any Management Account, provided that prior to accepting instructions from such Sub-manager regarding any such Managed Account, the Trustee may require that such Sub-manager provide all applicable know-your-customer documentation required by the Trustee. Notwithstanding anything to the contrary herein or in any Sub‑managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub‑managing Arrangement.
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Section 2.11          Insurance/Condemnation Proceeds.  Upon receipt of any Insurance/Condemnation Proceeds, the Manager (on behalf of the Securitization Entities), in accordance with Section 5.11(a)(vi) of the Base Indenture, shall deposit or cause the deposit of such Insurance/Condemnation Proceeds to the Insurance Proceeds Account; provided that up to $1,000,000 of Insurance/Condemnation Proceeds in each calendar year may be excluded from payment into the Insurance Proceeds Account and will be treated as Collections for deposit into the Collection Account.  At the election of the Manager (on behalf of the applicable Securitization Entity) (as notified by the Manager to the Trustee, the Servicer, and the Back‑Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid Amortization Event shall have occurred and be continuing, the Manager (on behalf of the Securitization Entities) may reinvest such Insurance/Condemnation Proceeds in Eligible Assets and/or to repair or replace the assets in respect of which such proceeds were received within the applicable Casualty Reinvestment Period or otherwise direct such proceeds in the manner permitted by the Base Indenture; provided that in the event the Manager has purchased Eligible Assets or has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement.
Section 2.12           Permitted Asset Dispositions.  The Manager (acting on behalf of the Securitization Entities), in accordance with Section 8.16 of the Base Indenture and the Managing Standard, may dispose of property of the Securitization Entities from time to time.  To the extent required by the Base Indenture, upon receipt of any Asset Disposition Proceeds from any Permitted Asset Disposition, the Manager (on behalf of the Securitization Entities), in accordance with Section 5.11(a)(v) of the Base Indenture, shall deposit or cause the deposit of such Asset Disposition Proceeds to the Asset Disposition Proceeds Account.  At the election of the Manager (on behalf of the applicable Securitization Entity) and so long as no Rapid Amortization Event shall have occurred and be continuing, the Manager (on behalf of the Securitization Entities) may reinvest such Asset Disposition Proceeds in accordance with the Base Indenture.
Section 2.13          Letter of Credit Reimbursement Agreement.  In the event that Jack in the Box or another Non-Securitization Entity has deposited cash collateral as security for its obligations under the Letter of Credit Reimbursement Agreement into a bank account maintained in the name of the Master Issuer, (i) any Non-Securitization Entity fails to make any payment to the Master Issuer when due under the Letter of Credit Reimbursement Agreement, the Manager shall withdraw the amount of such delinquent payment from such bank account within one Business Day of the due date of such payment under the Letter of Credit Reimbursement Agreement and deposit such amount into the Collection Account, and (ii) if the amount on deposit in such account exceeds an amount equal to 105% of the sum of (x) the aggregate exposure under all outstanding letters of credit under the Letter of Credit Reimbursement Agreement plus (y) the aggregate amount then due to the Master Issuer under Section 4 and Section 5 of the Letter of Credit Reimbursement Agreement, the Manager shall withdraw the amount of such excess from such account and pay such excess to the applicable Non-Securitization Entity.
Section 2.14           Manager Advances.  The Manager may, but is not obligated to, make Manager Advances to, or on behalf of, any Securitization Entity in connection with the operation of the Securitized Franchised Restaurant Business, the Securitized Company Restaurant Business and the business of the Securitization Entities.  Manager Advances will accrue interest at the Advance Interest Rate and shall be reimbursable on each Weekly Allocation Date in accordance with the Priority of Payments.
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ARTICLE III

STATEMENTS AND REPORTS
Section 3.1              Reporting by the Manager.
(a) Reports Required Pursuant to the Indenture.  The Manager, on behalf of the Securitization Entities, shall furnish, or cause to be furnished, to the Trustee and such other parties as may be required under Article IV of the Base Indenture, all reports and notices required to be delivered to the Trustee and such other parties by any Securitization Entity pursuant to the Indenture (including pursuant to Article IV of the Base Indenture) or any other Related Document.
(b) Delivery of Financial Statements.  The Manager shall provide the financial statements of Jack in the Box Inc. and the Securitization Entities as required under Section 4.01(g) and (h) of the Base Indenture.
(c) Franchisee Termination Notices.  The Manager shall send to the Trustee, the Servicer and the Back‑Up Manager, as soon as reasonably practicable but in no event later than fifteen (15) Business Days of the receipt thereof, a copy of any notices of termination of one or more Securitized Franchise Agreements sent by the Manager on behalf of the Franchisor to any Franchisee unless (i) the related Securitized Franchised Restaurant(s) generated less than $500,000 in royalties during the immediately preceding fiscal year or (ii) the related Securitized Franchised Restaurant(s) continue to operate pursuant to a New Securitized Franchise Agreement between the Franchisor or the Manager on its behalf and such Franchisee.
(d) Notice Regarding Securitized Leases.  In the event that any Securitization Entity, or the Manager on behalf of any Securitization Entity, receives any written notice from a lessor of any Securitized Lease regarding the lack of payment or alleging any breach, violation or default under the applicable Securitized Lease or action be taken to remedy a material breach, violation or default, excluding any such notice in respect of non‑monetary breach, violation or default as to which the Manager is contesting or expects to contest in good faith, the Manager shall promptly, but in any event within fifteen (15) Business Days from such receipt, notify the Trustee and the Servicer, unless cured within such period.
(e) Additional Information; Access to Books and Records.  The Manager shall furnish from time to time such additional information regarding the Securitized Assets or compliance with the covenants and other agreements of Jack in the Box Inc. and any Securitization Entity under the Related Documents as the Trustee, the Back‑Up Manager or the Servicer may reasonably request, subject to compliance with applicable law.  The Manager shall, and shall cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Servicer, the Controlling Class Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants, and up to one such visit and inspection by each of the Servicer, the Controlling Class Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back‑Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Related Documents, any such Person may visit and conduct such activities at any time and all such visits and activities shall constitute a Securitization Operating Expense.  Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney‑client privilege.
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(f) Leadership Team Changes.  The Manager shall promptly notify the Trustee, the Back‑Up Manager and the Servicer of any termination or resignation of any Persons included in the Leadership Team that occurs within 12 months following a Change of Control.
(g) Instructions as to Withdrawals and Payments. The Manager, on behalf of the Securitization Entities, shall furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable, written instructions to make withdrawals and payments from the Collection Account or any other Base Indenture Accounts or any Series Account, as contemplated herein, in the Base Indenture or in any Series Supplement.  The Trustee and Paying Agent shall follow any such written instructions in accordance with the terms and conditions of the Base Indenture and any applicable Series Supplement.
Section 3.2            Appointment of Independent Auditor.  On or before the Closing Date, the Securitization Entities shall appoint a firm of independent public accountants of recognized national reputation that is reasonably acceptable to the Control Party to serve as the independent auditors (“Independent Auditors”) for purposes of preparing and delivering the reports required by Section 3.3.  It is hereby acknowledged that the accounting firm of KPMG LLP is acceptable for purposes of serving as Independent Auditors.  The Securitization Entities may not remove the Independent Auditors without first giving thirty (30) days’ prior written notice to the Independent Auditors, with a copy of such notice also given concurrently to the Trustee, each Rating Agency, the Control Party, the Manager (if applicable) and the Servicer.  Upon any resignation by such firm or removal of such firm, the Securitization Entities shall promptly appoint a successor thereto that shall also be a firm of independent public accountants of recognized national reputation to serve as the Independent Auditors hereunder.  If the Securitization Entities shall fail to appoint a successor firm of Independent Auditors within thirty (30) days after the effective date of any such resignation or removal, the Control Party shall promptly appoint a successor firm of independent public accountants of recognized national reputation that is reasonably satisfactory to the Manager to serve as the Independent Auditors hereunder.  The fees of any Independent Auditors shall be payable by the Securitization Entities.
Section 3.3             Annual Accountants’ Reports.  The Manager shall furnish, or cause to be furnished to the Trustee, the Servicer and, each Rating Agency, and the Back-Up Manager (to the extent the Back-Up Manager is not providing such report), within one hundred twenty (120) days after the end of each fiscal year of the Manager, commencing with the fiscal year ending on or about September 30, 2019,  (i) a report of the Independent Auditors (who may also render other services to the Manager) or the Back‑Up Manager summarizing the findings of a set of agreed‑upon procedures performed by the Independent Auditors or the Back‑Up Manager with respect to compliance with the Quarterly Noteholders’ Reports for such fiscal year (or other period) with the standards set forth herein, and (ii) a report of the Independent Auditors or the Back‑Up Manager to the effect that such firm has examined the assertion of the Manager’s management as to its compliance with its management requirements for such fiscal year (or other period), and that (x) in the case of the Independent Auditors, such examination was made in accordance with standards established by the American Institute of Certified Public Accountants and (y) except as described in the report, management’s assertion is fairly stated in all material respects.  In the case of the Independent Auditors, the report will also indicate that the firm is independent of the Manager within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants (each, an “Annual Accountants’ Report”).  In the event such Independent Auditors require the Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 3.3, the Manager shall direct the Trustee in writing to so agree as to the procedures described therein; it being understood and agreed that the Trustee shall deliver such letter of agreement (which shall be in a form satisfactory to the Trustee) in conclusive reliance upon the direction of the Manager, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.
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Section 3.4             Available Information.  The Manager, on behalf of the Securitization Entities, shall make available the information requested by prospective purchasers necessary to satisfy the requirements of Rule 144A under the 1933 Act, as amended.  The Manager shall deliver such information, and shall promptly deliver copies of all Quarterly Noteholders’ Reports and Annual Accountants’ Reports, to the Trustee as contemplated by Section 4.01 of the Base Indenture, to enable the Trustee to redeliver such information to purchasers or prospective purchasers of the Notes as contemplated by Section 4.04 of the Base Indenture.
ARTICLE IV

THE MANAGER

Section 4.1                    Representations and Warranties Concerning the Manager.  The Manager represents and warrants to each Securitization Entity, the Trustee and the Servicer, as of the Closing Date (except if otherwise expressly noted), as follows:

(a) Organization and Good Standing.  The Manager (i) is a corporation, duly formed and organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary and (iii) has the power and authority (x) to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted and (y) to perform its obligations under this Agreement, except in each case referred to in clause (ii) to the extent that a failure to do so would not reasonably be expected to result in a Material Adverse Effect on the Manager.

(b) Power and Authority; No Conflicts.  The execution and delivery by the Manager of this Agreement and its performance of, and compliance with, the terms hereof are within the power of the Manager and have been duly authorized by all necessary corporate action on the part of the Manager.  Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein, nor compliance with the provisions hereof, shall conflict with or result in a breach of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any order of any Governmental Authority or any of the provisions of any Requirement of Law binding on the Manager or its properties, or the charter or bylaws or other organizational documents of the Manager, or any of the provisions of any material indenture, mortgage, lease, contract or other instrument to which the Manager is a party or by which it or its property is bound or result in the creation or imposition of any Lien upon any of its property pursuant to the terms of any such indenture, mortgage, leases, contract or other instrument, except to the extent such default, creation or imposition would not reasonably be expected to result in a Material Adverse Effect on the Manager, the Securitized Assets, or the Securitization Entities.
(c) Consents.  Except (i) for registrations as a franchise broker or franchise sales agent as may be required under state franchise statutes and regulations, (ii) to the extent that a state or foreign franchise law requires filing and other compliance actions by virtue of considering the Manager as a “subfranchisor”, (iii) for any consents, licenses, approvals, authorizations, registrations, notifications, waivers or declarations that have been obtained or made and are in full force and effect and (iv) to the extent that a failure to do so would not reasonably be expected to result in a Material Adverse Effect on the Manager, the Securitized Assets or the Securitization Entities, the Manager is not required to obtain the consent of any other party or the consent, license, approval or authorization of, or file any registration or declaration with, any Governmental Authority in connection with the execution, delivery or performance by the Manager of this Agreement, or the validity or enforceability of this Agreement against the Manager.
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(d) Due Execution and Delivery.  This Agreement has been duly executed and delivered by the Manager and constitutes a legal, valid and binding obligation of the Manager enforceable against the Manager in accordance with its terms (subject to applicable insolvency laws and to general principles of equity).
(e) No Litigation.  There are no actions, suits, investigations or proceedings pending or, to the Actual Knowledge of the Manager, threatened against or affecting the Manager, before or by any Governmental Authority having jurisdiction over the Manager or any of its properties or with respect to any of the transactions contemplated by this Agreement (i) asserting the illegality, invalidity or unenforceability, or seeking any determination or ruling that would affect the legality, binding effect, validity or enforceability of this Agreement or (ii) which would reasonably be expected to result in a Material Adverse Effect on the Manager, the Securitized Assets or the Securitization Entities.
(f) Compliance with Requirements of Law.  The Manager is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Manager, the Securitized Assets or the Securitization Entities.
(g) No Default.  The Manager is not in default under any agreement, contract, instrument or indenture to which the Manager is a party or by which it or its properties is or are bound, or with respect to any order of any Governmental Authority, except to the extent such default would not reasonably be expected to result in a Material Adverse Effect on the Manager or the Securitized Assets; and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any Governmental Authority.
(h) Taxes.  The Manager has filed or caused to be filed and shall file or cause to be filed all federal tax returns and all material state and other tax returns that are required to be filed except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.  The Manager has paid or caused to be paid, and shall pay or cause to be paid, all taxes owed by the Manager pursuant to said returns or pursuant to any assessments made against it or any of its property (other than any amount of tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Manager).
(i) Accuracy of Information.  No written report, financial statements, certificate or other information furnished (other than projections, budgets, other estimates and general market, industry and economic data) to the Servicer by or on behalf of the Manager in connection with the transactions contemplated hereby or pursuant to any provision of this Agreement or any other Related Document (when taken together with all other information furnished by or on behalf of the Manager to the Servicer), contains any material misstatement of fact as of the date furnished or omits to state any material fact necessary to make the statements therein not materially misleading in each case when taken as a whole and in the light of the circumstances under which they were made; and with respect to its projected financial information, the Manager represents only that such information was prepared in good faith based on assumptions believed to be reasonable at the time.
(j) Financial Statements.  As of the Closing Date, the audited consolidated financial statements in the annual report on Form 10-K of Jack in the Box for the fiscal year ended September 30, 2018 incorporated by reference in the offering memorandum for the Notes (i) present fairly in all material respects the financial condition of Jack in the Box and its Subsidiaries as of such date, and the results of operations for the period then ended and (ii) were prepared in accordance with GAAP (except as otherwise stated therein) applied consistently through the periods involved.
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(k) No Material Adverse Change.  Since September 30, 2018, there has been no development or event that has had or would reasonably be expected to result in a Material Adverse Effect on the Manager or the Securitized Assets.
(l) ERISA.  During the five-year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan, no ERISA Event has occurred which would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (i) no Multiemployer Plan is insolvent (as defined in Section 4245 of ERISA) and (ii) no non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Benefit Plan, other than transactions effected pursuant to a statutory or administrative exemption. Except as would not reasonably be expected to result in a Material Adverse Effect, each such Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.
(m) No Manager Termination Event.  No Manager Termination Event has occurred or is continuing, and, to the Actual Knowledge of the Manager, there is no event which, with notice or lapse of time, or both, would constitute a Manager Termination Event.
(n) Location of Records.  The offices at which the Manager keeps its records concerning the Securitized Assets are located at the addresses indicated in Section 8.5.
(o) DISCLAIMER.  EXCEPT FOR THE MANAGER’S REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN AND IN ANY OTHER RELATED DOCUMENT, THE MANAGER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER HEREOF TO ANY OTHER PARTY, AND EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WARRANTY OF TITLE, NON‑INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(p) Due Qualification. Except for registrations as a franchise broker or franchise sales agent as may be required under state or foreign franchise statutes and regulations and except to the extent that a state or foreign franchise law requires filing and other compliance actions by virtue of the Manager’s performance of Services on behalf of Franchisor in connection with Franchisees and the Securitized Franchise Agreements, the Manager has obtained or made all material licenses, registrations, consents, approvals, waivers and notifications of creditors, lessors and other Persons, in each case, in connection with the execution and delivery of this Agreement by the Manager, and the consummation by the Manager of all the transactions herein contemplated to be consummated by the Manager and the performance of its obligations hereunder except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.
Section 4.2                Existence; Status as Manager.  Jack in the Box Inc., as the Manager, shall (a) keep in full effect its existence under the laws of the state of its incorporation, (b) maintain all rights and privileges necessary or desirable in the normal conduct of its business and the performance of its obligations hereunder except to the extent that failure to do so individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect and (c) obtain and preserve its qualification to do business in each jurisdiction in which the failure to so qualify either individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect.
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Section 4.3                Performance of Obligations.
(a) Performance.  The Manager shall perform and observe all of its obligations and agreements contained in this Agreement and the other Related Documents in accordance with the terms hereof and thereof and in accordance with the Managing Standard.
(b) Special Provisions as to Securitization IP.
(i) The Manager acknowledges and agrees that the Franchisor has the right and duty to control the manner in which the Securitization IP is used in order to maintain the validity and enforceability of and its ownership of the Securitization IP, including controlling the quality of the goods and services offered in connection with the Trademarks included in the Securitization IP.  The Manager shall not take any action contrary to the express written instruction of the Franchisor with respect to:  (A) the promulgation of standards with respect to the use of the Trademarks included in the Securitization IP and the operation of Securitized Restaurants, including quality of food, cleanliness, appearance, and level of service (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the Franchisor approves for inclusion in the license granted under any IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Securitized Franchise Agreements or other sublicense agreements relating to the quality standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Jack in the Box Brand which are not in use on the date hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard.  The Franchisor shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, the Manager shall provide the Franchisor, with respect to Securitization IP, at the Franchisor’s written request from time to time, with copies of Securitized Franchise Documents and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees and other licensees and sublicensees. Nothing in this Agreement shall limit the Franchisor’s rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect to which the Manager is performing IP Services.
(ii) The Franchisor hereby grants to the Manager a non‑exclusive, royalty‑free license to use and sublicense the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s use of any Intellectual Property included in the Securitization IP pursuant to the foregoing licenses, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each IP License Agreement, as applicable to the product or service to which such Intellectual Property pertains, as if such provisions were incorporated by reference herein.
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(1) Preservation of Quality.  The Manager agrees that all uses of any Trademarks included in the Securitization IP, and all materials, products and services offered by or on behalf of the Franchisor, in connection with such Trademarks or pursuant to this Section 4.3(b), shall, unless otherwise approved or directed by Franchisor, (i) be under the control of Franchisor; (ii) comply with all applicable laws;  (iii) comply with and be of a high quality that is at least as high as those standards and reputation for quality of those comparable materials, products and services being offered under the such Trademarks as of the Closing Date; and (iv) not be used in connection with any goods or services that materially deviate from quality control standards and specifications promulgated by Franchisor from time to time for such materials, products and services.
(2) Inspections.  The Manager will ensure that the nature and quality of the materials, products and services offered by or on behalf of the Manager in connection with Section 4.3(b) hereof meet the quality standards described in Section 4.3(b)(ii)(1), including performing reasonable inspections of the materials, products and services provided by the Manager in connection with Section 4.3(b)(ii)(1) hereof.  Upon Franchisor’s reasonable request, the Manager shall provide Franchisor or its designee with samples of materials, products and services provided under Section 4.3(b)(ii)(1) hereof and Franchisor or its designee shall have the right upon reasonable notice to inspect any facility where such materials, products and services are provided, manufactured, handled or stored.
(3) Cessation of Injurious Activity.  If Franchisor determines, in its reasonable judgment, that any business, product, service, advertising or promotional program or material used or planned to be used by the Manager may be or is directly or indirectly injurious or prejudicial to or would reasonably be expected to tarnish the image of or disparage any of the Trademarks included in the Securitization IP, the goodwill arising therefrom or Franchisor’s rights thereto, or otherwise does not meet the standards described in Section 4.3(b)(ii)(1), then the Manager shall cease such use within a reasonable period of time following the receipt of notice from Franchisor.  The Manager further acknowledges that its failure to adhere to the quality standards as required by this Agreement in any material respect is a material breach of this Agreement, subject to the provisions of Section 6.1(a), and shall entitle the Franchisor to injunctive relief against the Manager and other equitable remedies.
(c) Independent Contractor.  In performing its obligations as manager hereunder, the Manager acts solely as an independent contractor of the Securitization Entities, except to the extent the Manager is deemed to be an agent of the Securitization Entities by virtue of engaging in franchise sales activities, as a broker, or receiving payments on behalf of the Securitization Entities, as applicable.  Nothing in this Agreement shall, or shall be deemed to, create or constitute any joint venture, partnership, employment, or any other relationship between the Securitization Entities and the Manager other than the independent contractor contractual relationship established hereby.  Nothing herein shall be deemed to vest in the Manager title to, or ownership or property interest in, any of the Securitization IP.  Except as otherwise provided herein or in the other Related Documents, the Manager shall not be, nor shall be deemed to be, liable for any acts or obligations of the Securitization Entities, the Trustee, the Back‑Up Manager or the Servicer.
(d) Right to Receive Instructions.  Without limiting the Manager’s obligations under Section 4.3(b) above, in the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Related Documents or any Managed Documents, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Related Document or any Managed Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party for written instructions in accordance with the Indenture and the other Related Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, received from the Control Party with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action.  Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Related Documents, as the Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities.  The Manager shall have no liability to any Secured Party or the Controlling Class Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, negligence or willful misconduct.
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(e) Limitation on Manager’s Duties and Responsibilities.
(i) The Manager shall not have any duty or obligation to manage, make any payment in respect of, register, record, sell, reinvest, dispose of, create, perfect or maintain title to, or any security interest in, or otherwise deal with the Securitized Assets, to prepare or file any report or other document or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Manager is a party, except as expressly provided by the terms of this Agreement or the other Related Documents and consistent with the Managing Standard, and no implied duties or obligations shall be read into this Agreement against the Manager.  The Manager nevertheless agrees that it shall, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens (other than Permitted Liens) on any part of the Securitized Assets which result from valid claims against the Manager personally whether or not related to the ownership or administration of the Securitized Assets or the transactions contemplated by the Related Documents.
(ii) Except as otherwise set forth herein and in the other Related Documents, the Manager shall have no responsibility under this Agreement other than to render the Services in good faith and consistent with the Managing Standard.
(iii) The Manager shall not manage, control, use, sell, reinvest, dispose of or otherwise deal with any part of the Securitized Assets except in accordance with the powers granted to, and the authority conferred upon, the Manager pursuant to this Agreement or the other Related Documents.
(f) Limitations on the Manager’s Liabilities, Duties and Responsibilities.  Subject to Section 2.7 and except for any loss, liability, expense, damage, action, suit or injury arising out of, or resulting from, (i) any breach or default by the Manager in the observance or performance of any of its agreements contained in this Agreement or any other Related Document to which it is a party in its capacity as Manager, (ii) the breach by the Manager of any representation, warranty or covenant made by it herein or in any other Related Document to which it is a party in its capacity as Manager or (iii) acts or omissions constituting the Manager’s own bad faith, negligence or willful misconduct, in the performance of its duties hereunder or under any other Related Documents to which it is a party in its capacity as Manager, neither the Manager nor any of its Affiliates (other than any Securitization Entity), managers, officers, members or employees shall be liable to any Securitization Entity, the Noteholders or any other Person under any circumstances, including, without limitation:
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(i) for any action taken or omitted to be taken by the Manager in good faith in accordance with the instructions of the Trustee or the Control Party;
(ii) for any representation, warranty, covenant, agreement or Indebtedness of any Securitization Entity under the Notes, any other Related Documents or the Managed Documents, or for any other liability or obligation of any Securitization Entity;
(iii) for the validity or sufficiency of this Agreement or the due execution hereof by any party hereto other than the Manager, or the form, character, genuineness, sufficiency, value or validity of any part of the Securitized Assets (including, without limitation, the creditworthiness of any Franchisee, lessee or other obligor thereunder), or for, or in respect of, the validity or sufficiency of the Related Documents;
(iv) for any action or inaction of the Trustee, the Back‑Up Manager or the Servicer or for the performance of, or the supervision of the performance of, any obligation under this Agreement or any other Related Document that is required to be performed by the Trustee, the Back‑Up Manager or the Servicer; and
(v) for any error of judgment made in good faith that does not violate the Managing Standard.
(g) No Financial Liability.  No provision of this Agreement (other than Section 2.6, 2.7, 4.3(e)(i) and 4.3(f)) shall require the Manager to expend or risk its funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder, if the Manager shall havehas reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not compensated by the payment of the Weekly Management Fees and is otherwise not reasonably assured or provided to the Manager.  Further, the Manager shall not be obligated to perform any additional services not enumerated or otherwise contemplated hereunder, unless the Manager determines that it is more likely than not that it shall be reimbursed for all of its expenses incurred in connection with such performance.  The Manager shall not be liable under the Notes and shall not be responsible for any amounts required to be paid by the Securitization Entities under or pursuant to the Indenture.
(h) Reliance.  The Manager may, reasonably and in good faith, conclusively rely on, and shall be protected in acting or refraining from acting when doing so, in each case in accordance with any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties other than its Affiliates.  The Manager may reasonably accept a certified copy of a resolution of the board of directors or other governing body of any corporate or other entity other than its Affiliates as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner or ascertainment of which is not specifically prescribed herein, the Manager may in good faith for all purposes hereof reasonably rely on a certificate, signed by any Authorized Officer of the relevant party, as to such fact or matter, and such certificate reasonably relied upon in good faith shall constitute full protection to the Manager for any action taken or omitted to be taken by it in good faith in reliance thereon.
(i) Consultations with Third Parties; Advice of Counsel.  In the exercise and performance of its duties and obligations hereunder or under any of the Related Documents, the Manager (A) may act directly or through agents or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (B) may, at the expense of the Manager, consult with external counsel or accountants selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external counsel or accountants with respect to legal or accounting matters.
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Section 4.4                Merger and Resignation.
(a) Preservation of Existence.  The Manager shall not merge into any other Person or convey, transfer or lease substantially all of its assets; provided, however, that nothing contained in this Agreement shall be deemed to prevent (i) the merger into the Manager of another Person, (ii) the consolidation of the Manager and another Person, (iii) the merger of the Manager into another Person or (iv) the sale of substantially all of the property or assets of the Manager to another Person, so long as (A) the surviving Person of the merger or consolidation or the purchaser of the assets of the Manager shall continue to be engaged in substantially the same lines of business as the Manager and shall have the capacity to perform its obligations hereunder with at least the same degree of care, skill and diligence as measured by customary practices with which the Manager is required to perform such obligations hereunder, (B) in the case of a merger, consolidation or sale, the surviving Person of the merger or the purchaser of the assets of the Manager shall expressly assume the obligations of the Manager under this Agreement and expressly agree to be bound by all other provisions applicable to the Manager under this Agreement in a supplement to this Agreement in form and substance reasonably satisfactory to the Trustee and the Control Party and (C) with respect to such event, in and of itself, the Rating Agency Condition has been satisfied.
(b) Resignation.  The Manager shall not resign from the rights, powers, obligations and duties hereby imposed on it except upon determination that (A) the performance of its duties hereunder is no longer permissible under applicable law and (B) there is no reasonable action that the Manager could take to make the performance of its duties hereunder permissible under applicable law.  Any such determination permitting the resignation of the Manager pursuant to clause (A) above shall be evidenced by an Opinion of Counsel to such effect, delivered to the Trustee, the Back‑Up Manager and the Control Party.  No such resignation shall become effective until a Successor Manager shall have been appointed by the Control Party (acting at the direction of the Controlling Class Representative) and shall have assumed the responsibilities and obligations of the Manager in accordance with Section 6.1(b).  The Trustee, the Securitization Entities, the Back‑Up Manager, the Control Party, the Servicer and each Rating Agency shall be notified of such resignation in writing by the Manager.  From and after such effectiveness, the Successor Manager shall be, to the extent of the assignment, the “Manager” hereunder.  Except as provided above in this Section 4.4 the Manager may not assign this Agreement or any of its rights, powers, duties or obligations hereunder.
(c) Term of Manager’s Obligations.  Except as provided in Section 4.4(a) and Section 4.4(b), the duties and obligations of the Manager under this Agreement shall commence on the date hereof and continue until this Agreement shall have been terminated as provided in Section 6.1 or Section 8.1, and shall survive the exercise by any Securitization Entity, the Trustee or the Control Party of any right or remedy under this Agreement (other than the right of termination pursuant to Section 6.1), or the enforcement by any Securitization Entity, the Trustee, the Servicer, the Back‑Up Manager, the Control Party, the Controlling Class Representative or any Noteholder of any provision of the Indenture, the Notes, this Agreement or the other Related Documents.
Section 4.5               Notice of Certain Events.  The Manager shall give written notice to the Trustee, the Back‑Up Manager, the Servicer and each Rating Agency promptly upon the occurrence of any of the following events (but in any event no later than five (5) Business Days after the Manager has Actual Knowledge of the occurrence of such an event):  (a) the occurrence of an ERISA Event, that individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (b) a Manager Termination Event, an Event of Default, a Hot Back‑Up Management Trigger Event (as defined in the Back‑Up Management Agreement), a Class A-1 Notes Amortization Event, a Warm Back‑Up Management Trigger Event (as defined in the Back‑Up Management Agreement) or Rapid Amortization Event or any event which would, with the passage of time or giving of notice or both, would become one or more of the same; or (c) any action, suit, investigation or proceeding pending or, to the Actual Knowledge of the Manager, threatened against or affecting the Manager, before or by any court, administrative agency, arbitrator or governmental body having jurisdiction over the Manager or any of its properties either asserting the illegality, invalidity or unenforceability of any of the Related Documents, seeking any determination or ruling that would affect the legality, binding effect, validity or enforceability of any of the Related Documents or that would reasonably be expected to result in a Material Adverse Effect.
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Section 4.6                Capitalization.  The Manager shall have sufficient capital to perform all of its obligations under this Agreement at all times from the Closing Date and until the Indenture has been terminated in accordance with the terms thereof.
Section 4.7                Maintenance of Separateness.  The Manager covenants that, except as otherwise permitted by the Related Documents:
(a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of the other Non-Securitization Entities;
(b) the Manager shall observe (and shall cause each of the other Non-Securitization Entities to observe) corporate and limited liability company formalities in its dealings with any Securitization Entity;
(c) all financial statements of Jack in the Box Inc. as the Manager that are consolidated to include any Securitization Entity and that are distributed to any party shall contain notes clearly stating that (i) all of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate entity and has separate creditors;
(d) except as contemplated under Section 2.1(g) and Section 2.4(b)(iii) of this Agreement or otherwise set forth in the Base Indenture, the Manager shall not (and shall not permit any of the other Non-Securitization Entities to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its capacity as Manager for such entity in a segregated account identified for such purpose;
(e) the Manager shall (and shall cause each of the other Non-Securitization Entities to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of the other Non-Securitization Entities shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Weekly Management Fee, the Supplemental Management Fee and this Agreement are representative of such arm’s length relationship;
(f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization Entity; provided that the foregoing shall not prohibit the Manager from maintaining liability in respect of any Contributed Securitized Company Restaurant Third-Party Leases or Contributed Securitized JIB Back-to-Back Lease for which the related third-party landlord has failed or refused as of the Closing Date to release the Manager thereunder; and
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(g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material respect, the Manager shall promptly notify the Trustee, the Back‑Up Manager, the Control Party and each Rating Agency of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation as soon as reasonably practicable under such circumstances.
ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 5.1                Representations and Warranties Made in Respect of New Assets.  The Manager may cause the applicable Securitization Entity to enter into or acquire the New Assets after the Closing Date and will make the following representations and warranties for the respective New Assets as required in this Section 5.1.
(a) New Securitized Franchise Agreements. As of the applicable New Asset Addition Date with respect to a New Securitized Franchise Agreement acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i) such New Securitized Franchise Agreement does not contain terms and conditions that are reasonably expected to result in (A) a material decrease in the amount of Collections or Retained Collections, taken as a whole, (B) a material adverse change in the nature, quality or timing of Collections, taken as a whole, or (C) a material adverse change in the types of underlying assets generating Collections, taken as a whole, in each case when compared to the amount, nature or quality of, or types of assets generating Collections that would have been reasonably expected to result had such New Securitized Franchise Agreement been entered into in accordance with the then‑current Securitized Franchise Documents; (ii) such New Securitized Franchise Agreement is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (iii) such New Securitized Franchise Agreement complies in all material respects with all applicable Requirements of Law; (iv) the Franchisee related to such New Securitized Franchise Agreement is not, to the Actual Knowledge of the Manager, the subject of a bankruptcy proceeding; (v) royalty fees payable pursuant to such New Securitized Franchise Agreement are payable by the related Franchisee at least monthly; (vi) except as required by applicable Requirements of Law, such New Securitized Franchise Agreement contains no contractual rights of set‑off; and (vii) except as required by applicable Requirements of Law, such New Securitized Franchise Agreement is freely assignable by the applicable Securitization Entities.
(b) New Securitized Development Agreements. As of the applicable New Asset Addition Date with respect to a New Securitized Development Agreement acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i) such New Securitized Development Agreement does not contain terms and conditions that are reasonably expected to result in (A) a material decrease in the amount of Collections or Retained Collections, taken as a whole, (B) a material adverse change in the nature, quality or timing of Collections, taken as a whole, or (C) a material adverse change in the types of underlying assets generating Collections, taken as a whole, in each case when compared to the amount, nature or quality of, or types of assets generating Collections that would have been reasonably expected to result had such New Securitized Development Agreement been entered into in accordance with the then‑current Securitized Franchise Documents; (ii) such New Securitized Development Agreement is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (iii) such New Securitized Development Agreement complies in all material respects with all applicable Requirements of Law; (iv) the Franchisee related to such New Securitized Development Agreement is not, to the Actual Knowledge of the Manager, the subject of a bankruptcy proceeding; (v) except as required by applicable Requirements of Law, such New Securitized Development Agreement contains no contractual rights of set‑off; and (vi) except as required by applicable Requirements of Law, such New Securitized Development Agreement is freely assignable by the applicable Securitization Entities.
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(c) New  Securitized Company Restaurant Assets.  As of the applicable New Asset Addition Date, with respect to each Securitized Company Restaurant Asset acquired on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Servicer that:  (i) the applicable Securitization Entity owns full legal and equitable title to each such Securitized Company Restaurant Asset, free and clear of any Lien (other than Permitted Liens) and (ii) the addition of such Securitized Company Restaurant Asset could not be reasonably expected to have a Material Adverse Effect.
(d) New Securitized Franchisee Notes.  As of the applicable New Asset Addition Date with respect to a New Securitized Franchisee Note acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i)  such agreement is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (ii) such agreement complies in all material respects with all applicable Requirements of Law; (iii) the Franchisee related to such agreement is not the subject of a bankruptcy proceeding; and (iv) except as required by applicable Requirements of Law, such agreement is freely assignable by the applicable Securitization Entities.
(e) New Securitized Owned Real Property.  As of the applicable New Asset Addition Date with respect to New Securitized Owned Real Property acquired on such date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i) JIB Properties holds fee simple title to the premises of such New Securitized Owned Real Property, free and clear of all Liens (other than Permitted Liens); (ii) such New Securitized Owned Real Property is either (x) leased to a Franchisee or a Non‑Securitization Entity (in the case of a Non-Securitization Entity Company Restaurant) or (y) subject to a Company Synthetic Lease Payment (in the case of a Securitized Company Restaurant); (iii) JIB Properties is not in material default in any respect in the performance, observance or fulfillment of any obligations, covenants or conditions applicable to such New Securitized Owned Real Property, the violation of which could create a reversion of title to such New Securitized Owned Real Property to any Person; (iv) to the Manager’s Actual Knowledge, the use of such New Securitized Owned Real Property complies in all material respects with all applicable legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property, except where a failure to comply would not reasonably be expected to have a Material Adverse Effect; (v) neither JIB Properties nor, to the Actual Knowledge of the Manager, any Person leasing such property from JIB Properties, is in material default under any lease of such property and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by JIB Properties or, to the Actual Knowledge of the Manager, by any other party thereto, except where such default would not reasonably be expected to have a Material Adverse Effect; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened in writing with respect to all or any material portion of such New Securitized Owned Real Property that was not considered in the acquisition of such New Securitized Owned Real Property; (vii) all material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Securitized Owned Real Property, if such property is open for business, have been obtained and are in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect; and (viii) the Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by JIB Properties in connection with the acquisition of such New Securitized Owned Real Property have been paid in full from funds of the Securitization Entities.
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(f) New Securitized Leases.  As of the applicable New Asset Addition Date with respect to New Securitized Leases acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i) no material default by JIB Properties, or to the Actual Knowledge of the Manager, by any sub-lessee or any other party, exists under any provision of such lease, and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by JIB Properties or, to the Actual Knowledge of the Manager, by any sub-lessee or any other party, except where such default would not be reasonably expected to have a Material Adverse Effect; (ii) to Manager’s Actual Knowledge, such New Securitized Lease, and the use thereof, complies in all material respects with all applicable legal requirements, including local building and zoning ordinances and codes and the certificate of occupancy issued for such property, except where such failure to comply would not be reasonably expected to have a Material Adverse Effect; (iii) neither JIB Properties, nor, to the Actual Knowledge of the Manager, the related sub‑lessee has committed any act or omission affording any Governmental Authority the right of forfeiture against such property; (iv) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened in writing with respect to all or any material portion of such New Securitized Lease that was not considered in the leasing of such New Securitized Lease; (v) all policies of insurance (a) required to be maintained by JIB Properties under such lease and (b) to the Actual Knowledge of the Manager, required to be maintained by the Franchisee under the related sublease, if applicable, are valid and in full force and effect, except where a failure to maintain such insurance would not be reasonably expected to have a Material Adverse Effect; provided that such representation will be deemed accurate if JIB Properties has contractually obligated the Franchisee party to such New Franchised RestaurantSecuritized Leases to maintain insurance with respect to such New Franchised RestaurantSecuritized Lease in a manner that is customary for business operations of this type; and (vi) all material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Securitized Lease, if such property is open for business, have been obtained and are in full force and effect.  The Manager shall not permit any New Securitized Lease entered into or acquired with respect to a property not included in the Securitized Assets on the Initial Closing Date to (i) require any Non-Securitization Entity to provide a guaranty of any obligation of any Securitization Entity or (ii) include any event of default under such lease on the part of any Securitization Entity due to a bankruptcy of any Non-Securitization Entity.
Section 5.2               Assets Acquired After the Closing Date.  (a)  The Manager shall cause the applicable Securitization Entity to enter into or acquire each of the following, to the extent entered into or acquired after the Initial Closing Date:  (a) all New Securitized Franchise Agreements, New Securitized Development Agreements and New Securitized Franchisee Notes, (b) all After‑Acquired Securitization IP, (c) all New Securitized Company Restaurants and the related New Securitized Company Restaurant Assets, and (d) all New Real Estate Assets.  The Manager may, but shall not be obligated to, cause the Securitization Entities to enter into, develop or acquire assets other than the foregoing from time to time.  Unless otherwise agreed to in writing by the Control Party, the entry into, development or acquisition of assets by the Securitization Entities will be subject to all applicable provisions of the Indenture, this Agreement, the IP License Agreements and the other relevant Related Documents.
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(b) Unless otherwise agreed to in writing by the Control Party, any contribution to, or development or acquisition by, any Securitization Entity of assets obtained after the Closing Date described in Section 5.2(a) shall be subject to all applicable provisions of the Indenture, this Agreement (including the applicable representations and warranties and covenants in Article II and V of this Agreement), the IP License Agreements and the other Related Documents.
Section 5.3              Securitization IP.  All Securitization IP shall be owned solely by the Franchisor and shall not be assigned, transferred or licensed out by the Franchisor to any other entity other than as contemplated by the Related Documents, including any reasonable extensions of the Securitization Entities’ business determined by the Manager in accordance with the Managing Standard.
Section 5.4 Required Consent Agreements and Supply Agreements.  If any Required Consent Agreements are not contributed to a Securitization Entity on the Closing Date, the Manager, or any other Non-Securitization Entity (as sub-manager of the Manager), shall manage these Required Consent Agreements and all related rights and assets thereunder on behalf of, and will hold any such assets in trust for, the applicable Securitization Entity in the operation of the Securitized Restaurant Business until such consents are received.
Section 5.4                Section 5.5 Allocated Note Amount.  The Manager shall recalculate the Allocated Note Amount attributable to each Contributed Asset and any Securitized Asset arising or entered into after the Closing Date that is contributed by a Non-Securitization Entity as of each date on which the Manager or other applicable Non‑Securitization Entity is required to reacquire such assets in accordance with the Contribution Agreement or this Agreement.  The Allocated Note Amount determined by the Manager in such manner shall be (i) recorded in the books and records of the Manager and (ii) reported to the Servicer.
Section 5.5               Section 5.6 Specified Non‑Securitization Debt Cap.  Following the Closing Date, Jack in the Box Inc. shall not, and shall causenot permit the other Non‑Securitization Entities to not, incur any additional Indebtedness for borrowed money (such additional Indebtedness, “Specified Non‑Securitization Debt”) if, after giving effect to such incurrence (and any repayment of Specified Non‑Securitization Debt on such date), such incurrence would cause the aggregate outstanding principal amount of the Specified Non‑Securitization Debt of the Non‑Securitization Entities as of such date to exceed $75,000,000 (the “Specified Non‑Securitization Debt Cap”); provided that the Specified Non‑Securitization Debt Cap shall not be applicable to Specified Non‑Securitization Debt that is (i) issued or incurred to refinance the Notes in whole, (ii) in excess of the Specified Non‑Securitization Debt Cap if (a) the creditors (excluding (x) any creditor with respect to an aggregate amount of outstanding Indebtedness less than $100,000 and (y) any Indebtedness incurred by any Person prior to such Person becoming a Non‑Securitization Entity) under and with respect to such Indebtedness execute a non‑disturbance agreement with the Trustee, as directed by the Manager and in a form reasonably satisfactory to the Servicer and the Trustee, that acknowledges the terms of the Securitization Transaction including the bankruptcy remote status of the Securitization Entities and their assets and the Secured Parties’ first priority interest therein and (b) after giving pro forma effect to the incurrence of such Indebtedness (and any repayment of existing Indebtedness and any related acquisition or other transaction occurring prior to or substantially concurrently with the incurrence of such Indebtedness), the Holdco Leverage Ratio (as calculated without regard to any Indebtedness that is subject to the Specified Non-Securitization Debt Cap) is less than or equal to 7.00x, (iii) considered Indebtedness due solely to a change in accounting rules that takes effect subsequent to the Initial Closing Date but that was not (or, if such obligations were not outstanding at the time of such change in accounting rules, would not have been) considered Indebtedness prior to such date, (iv) in respect of any obligation of any Non-Securitization Entity to reimburse the Master Issuer for any draws under any one or more letters of credit or (v) with respect to any Cash Collateralized Letters of Credit.
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Section 5.6              Section 5.7 Competition.  The Manager shall not, and shall not permit Non‑Securitization Entities owned by it to, purchase or franchise Branded Restaurants or other assets similar to the Securitized Assets or own or operate properties on which Branded Restaurants operate with the intention of Competing with the Securitization Entities; provided the foregoing shall not limit the Manager or the Non‑Securitization Entities from operating (i) Non-Securitization Entity Company Restaurants that could not be contributed on the Closing Date due to contractual restrictions or legal requirements or other unforeseen circumstances, (ii) Non-Securitization Entity Company Restaurants temporarily held with the intention of refranchising such restaurants, (iii) real property purchased and temporarily held with the intention of consummating a sale-lease back transaction or (iv) any other asset intended at the time of acquisition of such asset to be contributed to the Securitization Entities; provided, further, that the foregoing will not limit the Manager or the Non-Securitization Entities from operating any brand (other than the Jack in the Box Brand) prior to such brand becoming a Future Brand.
Section 5.7               Section 5.8 Restrictions on Liens.  The Manager shall not, and shall not permit any of its Subsidiaries to, create, incur, assume, permit or suffer to exist any Lien (other than Liens in favor of the Trustee for the benefit of the Secured Parties and any Permitted Lien set forth in clauses (a), (h) or (k) of the definition thereof) upon the Equity Interests of any Securitization Entity.
ARTICLE VI
MANAGER TERMINATION EVENTS
Section 6.1                Manager Termination Events.
(a) Manager Termination Events.  Any of the following acts or occurrences shall constitute a “Manager Termination Event” under this Agreement when declared (or automatically without declaration in the case of clauses (vi) or (vii) below) by any of the Securitization Entities, the Back‑Up Manager, the Servicer or the Trustee (in the case of the Trustee, acting at the direction of the Control Party):
(i) any failure by the Manager to remit a payment required to be deposited from a (x) Concentration Account to the Collection Account or any other Indenture Trust Account or (y) Securitized Company Restaurant Account to a Concentration Account or any other Indenture Trust Account, in each case, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days of receipt) of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less than $5 million and cured within three (3) Business Days of a Manager Termination Event under this clause (i) (unless such payment requires an international funds transfer, in which case such may be cured within five (5) Business Days of a Manager Termination Event under this clause (i)) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Related Documents);
(ii) the Interest‑Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;
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(iii) any failure by the Manager to provide to the Trustee the certificates or reports required by Section 4.01(b), (c), (d), (f) or (g) of the Base Indenture (subject to applicable grace periods set forth within each such section);
(iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Related Document to which it is party and the continuation of such default uncured for a period of thirty (30) days after it has been notified thereof by any Securitization Entity or the Control Party, or otherwise obtained Actual Knowledge of such default; provided, however, that as long as the Manager is diligently attempting to cure such default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional forty-five (45) days; and provided, further, that any default related to a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the Collection Account;
(v) any material breach by the Manager of any representation or warranty (or to the extent any representation or warranty is already qualified by materiality or the definition of Material Adverse Effect, any breach of such representation or warranty) set forth in this Agreement or any other Related Document or any certificate, report or writing delivered pursuant thereto and the continuation of such default uncured for a period of thirty (30) days after it has been notified thereof by any Securitization Entity or the Control Party, or otherwise obtained Actual Knowledge of such default; provided, however, that as long as the Manager is diligently attempting to cure such default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional forty-five (45) days;
(vi) an Event of Bankruptcy with respect to the Manager;
(vii) any final, non‑appealable order against the Manager decreeing the dissolution of the Manager that is in effect for more than ten (10) days;
(viii) a final, non‑appealable judgment for an amount in excess of $50 million (exclusive of any portion thereof which is insured) is rendered against the Manager, and is not paid, discharged or stayed within sixty (60) days of the date when due;
(ix) an acceleration of more than $50 million of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;
(x) this Agreement or a material portion thereof ceases to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions thereof) or the Manager asserts as much in writing;
(xi) a failure by any Non‑Securitization Entity to comply with the Specified Non‑Securitization Debt Cap, and such failure has continued for a period of forty‑five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back‑Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non‑compliance; or
(xii) the occurrence of a Change in Management with respect to the Manager following the occurrence of a Change of Control.
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(b) If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back‑Up Manager and each Rating Agency); provided that the delivery of a Termination Notice to the Manager will not be required in respect of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above.  If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Related Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement and on and after the Springing Amendments Implementation Date, Continuity of Services), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative).  If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the Back‑Up Manager shall serve as the Interim Successor Manager and shall work with the Servicer to implement the Transition Plan (as defined in the Back‑Up Management Agreement) until a Successor Manager (other than the Back‑Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative).
(c) From and during the continuation of a Manager Termination Event, each Securitization Entity and the Trustee (acting at the direction of the Control Party) are hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Manager, as attorney‑in‑fact or otherwise, all documents and other instruments (including any notices to Franchisees deemed necessary or advisable by the applicable Securitization Entity or the Control Party), and to do or accomplish all other acts or take other measures necessary or appropriate, to effect such vesting and assumption.
Section 6.2             Manager Termination Event Remedies.  If the Trustee, acting at the written direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to Section 6.1(b) (or automatically upon the occurrence of any Manager Termination Event described in clauses (vi) or (vii) of Section 6.1(a)), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement (other than with respect to the obligation to pay any Indemnification Amounts) and the other Related Documents, including with respect to the Securitized Assets, the Indenture Trust Accounts, the Management Accounts, the Marketing Fund or otherwise shall vest in and be assumed by the Successor Manager without incurring any additional cost.
Section 6.3                Manager’s Transitional Role.
(a) Disentanglement.  Following the delivery of a Termination Notice to the Manager pursuant to Section 6.1(b) or Section 6.2 above or notice of resignation of the Manager pursuant to Section 4.4(b), the Manager shall cooperate with the Back-Up Manager in the performance of the Back-Up Manager's Cold Back-Up Management Duties and Warm Back-Up Management Duties. Upon the occurrence of a Hot Back-Up Management Trigger Event, the Manager shall (i) assist the Back-Up Manager in providing the Hot Back-Up Management Duties until a Successor Manager (other than the Back-Up Manager) is appointed, (ii) cooperate with the Back‑Up Manager and the Control Party in connection with the implementation of the Transition Plan (as defined in the Back‑Up Management Agreement) and the complete transition to a Successor Manager, without interruption or adverse impact on the provision of Services (the “Disentanglement”) and (iii) on and after the Springing Amendments Implementation Date, use its commercially reasonable efforts to not materially reduce the existing staff and resources of the Manager devoted to or shared with the provision of the Services prior to the date of such Termination Notice and allow reasonable access to the Manager's premises, systems and offices during the Disentanglement Period (such activities being referred to as "Continuity of Services").   The Manager shall cooperate fully with the Successor Manager (or Interim Successor Manager, as the case may be) and otherwise promptly take all actions required to assist in effecting a complete Disentanglement and shall follow any directions that may be provided by the Back‑Up Manager and the Control Party.  The Manager shall provide all information and assistance regarding the terminated Services required for Disentanglement and, on and after the Springing Amendments Implementation Date, Continuity of Services, including, in each such case, data conversion and migration, interface specifications, and related professional services.  All services relating to Disentanglement (and, on and after the Springing Amendments Implementation Date, Continuity of Services (collectively, “Disentanglement Services”), including, in each such case, all reasonable training for personnel of the Back‑Up Manager (including in its capacity as Interim Successor Manager), the Successor Manager or the Successor Manager’s designated alternate service provider in the performance of the Services, willshall be deemed a part of the Services to be performed by the Manager.  So long as the Manager continues to provide the Services (whether or not the Manager has been terminated as the Manager) during the Disentanglement Period, the Manager shall continue to be paid the Weekly Management Fee.
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(b) Fees and Charges for the Disentanglement Services.  Upon the Successor Manager’s assumption of the obligation to perform the Services, the Manager shall be entitled to reimbursement of its actual costs for the provision of any Disentanglement Services.
(c) Duration of Obligations.  The Manager’s obligation to provide Disentanglement Services shall continue during the period commencing on (A) delivery of the date that a Termination Notice is deliveredto the Manager or (B) delivery of a resignation notice by the Manager and ending on the date on which the Successor Manager or the re‑engaged Manager assumes all of the obligations of the Manager hereunder, and, in any event, within eighteen (18) months after the date of the Manager’s termination due to a Manager Termination Event (the “Disentanglement Period”).
(d) Sub‑managing Arrangements; Authorizations.
(i) With respect to each Sub‑managing Arrangement and unless the Control Party elects to terminate such Sub‑managing Arrangement in accordance with Section 2.10, the Manager shall:
(x) assign to the Successor Manager (or such Successor Manager’s designated alternate service provider) all of the Manager’s rights under such Sub‑managing Arrangement to which it is party used by the Manager in performance of the transitioned Services; and
(y) procure any third party authorizations necessary to grant the Successor Manager (or such Successor Manager’s designated alternate service provider) the use and benefit of such Sub‑managing Arrangement to which it is party (used by the Manager in performing the transitioned Services), pending their assignment to the Successor Manager under this Agreement.
(ii) If the Control Party elects to terminate such Sub‑managing Arrangement in accordance with Section 2.10, the Manager shall take all reasonable actions necessary or reasonably requested by the Control Party to accomplish a complete transition of the Services performed by such Sub‑manager to the Successor Manager, or to any alternate service provider designated by the Control Party, without interruption or adverse impact on the provision of Services.
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Section 6.4               Intellectual Property.  Within thirty (30) days of termination of this Agreement for any reason, the Manager shall deliver and surrender up to the Franchisor (with a copy to the Successor Manager or Interim Successor Manager, as the case may be, and the Servicer) any and all products, materials, or other physical objects containing the Trademarks included in the Securitization IP or Confidential Information (including Trade Secrets) of the Franchisor and any copies of copyrighted works included in the Securitization IP in the Manager’s possession or control, and shall upon termination of this Agreement, cease and terminate all current and future use and disclosure of any and all Securitization IP, including any Trade Secrets therein; provided that (for the avoidance of doubt) any rights granted to Jack in the Box Inc. and/or the other Non‑Securitization Entities as licensees pursuant to the IP License Agreements shall continue pursuant to the terms thereof notwithstanding the termination of this Agreement and/or Jack in the Box Inc.’s role as Manager.
Section 6.5                Third Party Intellectual Property.  The Manager shall assist and fully cooperate with the Successor Manager or Interim Successor Manager, as the case may be, or its designated alternate service provider in obtaining any necessary licenses or consents to use any third party Intellectual Property then being used by the Manager or any Sub‑manager.  The Manager shall assign, and shall cause each Sub‑manager to assign, any such license or sublicense directly to the Successor Manager or Interim Successor Manager, as the case may be, or its designated alternate service provider to the extent the Manager, or each Sub‑manager as applicable, has the rights to assign such agreements to the Successor Manager.
Section 6.6              No Effect on Other Parties.  Upon any termination of the rights and powers of the Manager from time to time pursuant to Section 6.1 or upon any appointment of a Successor Manager, all the rights, powers, duties, obligations, and responsibilities of the Securitization Entities or the Trustee under this Agreement, the Indenture and the other Related Documents shall remain unaffected by such termination or appointment and shall remain in full force and effect thereafter, except as otherwise expressly provided in this Agreement or in the Indenture.
Section 6.7               Rights Cumulative.  All rights and remedies from time to time conferred upon or reserved to the Securitization Entities, the Trustee, the Servicer, the Control Party, the Back‑Up Manager and the Noteholders or to any or all of the foregoing are cumulative, and none is intended to be exclusive of another or any other right or remedy which they may have at law or in equity.  Except as otherwise expressly provided herein, no delay or omission in insisting upon the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as a waiver or relinquishment of such provision, nor shall it impair such right or remedy.  Every such right and remedy may be exercised from time to time and as often as deemed expedient.
ARTICLE VII
CONFIDENTIALITY
Section 7.1              Confidentiality.  (a)  Each of the parties hereto acknowledges that during the Term of this Agreement such party (the “Recipient”) may receive Confidential Information from another party hereto (the “Discloser”).  Each such party (except for the Trustee, whose confidentiality obligations shall be governed in accordance with the Indenture) agrees to maintain the Confidential Information of the other party in the strictest of confidence and shall not, except as otherwise contemplated herein, at any time, use, disseminate or disclose any Confidential Information to any Person other than (i) its officers, directors, managers, employees, agents, advisors or representatives (including legal counsel and accountants) or (ii) in the case of the Manager and the Securitization Entities, Franchisees and prospective Franchisees, suppliers or other service providers under written confidentiality agreements that contain provisions at least as protective as those set forth in this Agreement.  The Recipient shall be liable for any breach of this Section 7.1 by any of its officers, directors, managers, employees, agents, advisors, representatives, Franchisees and prospective Franchisees, suppliers or other services providers and shall immediately notify Discloser in the event of any loss or disclosure of any Confidential Information of the Discloser and shall, at the expense of the Manager, reasonably assist and cooperate with Discloser with respect to any investigation, disclosures to affected parties, and other remedial measures as requested by Discloser.  Each party agrees to protect the confidentiality, integrity and availability of Confidential Information it receives, and shall not use any less than the same degree of care that it uses to protect its own Confidential Information.  Upon termination of this Agreement, Recipient shall return to the Discloser, or at Discloser’s request, destroy all documents and records in its possession containing the Confidential Information of the Discloser.  Confidential Information shall not include information that:  (A) is already known to Recipient without restriction on use or disclosure prior to receipt of such information from the Discloser; (B) is or becomes part of the public domain other than by breach of this Agreement by, or other wrongful act of, the Recipient; (C) is developed by the Recipient independently of and without reference to any Confidential Information of the Discloser; (D) is received by the Recipient from a third party who is not under any obligation to maintain the confidentiality of such information; or (E) is required to be disclosed by applicable law, statute, rule, regulation, subpoena, court order or legal process, provided that the Recipient shall promptly inform the Discloser of any such requirement and cooperate with any attempt by the Discloser to obtain a protective order or other similar treatment.  It shall be the obligation of Recipient to prove that such an exception to the definition of Confidential Information exists.
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(b) Notwithstanding anything to the contrary contained in Section 7.1(a), the parties hereto may use, disseminate or disclose Confidential Information (other than Trade Secrets) to any Person in connection with the enforcement of rights of the Trustee or the Noteholders under the Indenture or the Related Documents; provided, however, that prior to disclosing any such Confidential Information:
(i) to any such Person other than in connection with any judicial or regulatory proceeding, such Person shall agree in writing to maintain such Confidential Information in a manner at least as protective of the Confidential Information as the terms of Section 7.1(a) and Recipient shall provide Discloser with the written opinion of counsel that such disclosure contains Confidential Information only to the extent necessary to facilitate the enforcement of such rights of the Trustee or the Noteholders; or
(ii) to any such Person or entity in connection with any judicial or regulatory proceeding, Recipient shall (x) promptly notify Discloser of each such requirement and identify the documents so required thereby so that Discloser may seek an appropriate protective order or similar treatment and/or waive compliance with the provisions of this Agreement; (y) use reasonable efforts to assist Discloser in obtaining such protective order or other similar treatment protecting such Confidential Information prior to any such disclosure; and (z) consult with Discloser on the advisability of taking legally available steps to resist or narrow the scope of such requirement.  If, in the absence of such a protective order or similar treatment, the Recipient is nonetheless required by law to disclose any part of Discloser’s Confidential Information, then the Recipient may disclose such Confidential Information without liability under this Agreement, except that the Recipient shall furnish only that portion of the Confidential Information which is legally required.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1               Termination of Agreement.  The respective duties and obligations of the Manager and the Securitization Entities created by this Agreement shall commence on the date hereof and shall, unless earlier terminated pursuant to Section 6.1, terminate upon the earlier to occur of (x) the final payment or other liquidation of the last Securitized Asset included in the Securitized Assets or (y) satisfaction and discharge of the Indenture pursuant to Section 12.01 of the Base Indenture (the “Term”).  Upon termination of this Agreement pursuant to this Section 8.1, the Manager shall pay over to the applicable Securitization Entity or any other Person entitled thereto all proceeds of the Securitized Assets held by the Manager.
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Section 8.2                Survival.  The provisions of Section 2.1(c), Section 2.7, Section 2.8, Section 4.3(f), Section 8.4, Section 8.5, Section 8.9, Article VI, Article VII and this Section 8.2 shall survive termination of this Agreement.
Section 8.3               Amendment.  None of the terms or provisions of this Agreement may be amended, supplemented, waived or otherwise modified except (i) with the written consent of parties hereto and (ii) in accordance with the additional requirements set forth in Article XIII of the Base Indenture.
Section 8.4                Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Section 8.5              Notices.  All notices, requests or other communications desired or required to be given under this Agreement shall be in writing and shall be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) e-mail (of a .pdf or other similar file), telecopy or other facsimile transmission (following with hard copies to be sent by national prepaid overnight delivery service) or (d) personal delivery with receipt acknowledged in writing, to the address set forth in Section 14.01 of the Base Indenture.  If the Indenture or this Agreement permits reports to be posted to a password‑protected website, such reports shall be deemed delivered when posted on such website; provided that such party posting such reports has notified all parties entitled to delivery of such information, by electronic mail or other notice, to the effect that such information shall thereafter be made available on such password-protected internet website from time to time; provided, further, that if any recipient does not agree to the conditions required to access the password-protected internet website as described herein, such party providing such information shall provide such information pursuant to any of clause (a) through (d) above; provided, however, the foregoing shall not apply to any such information posted to the Trustee’s website pursuant to Section 4.4 of the Base Indenture.  Any party hereto may change its address for notices hereunder by giving notice of such change to the other parties hereto, with a copy to the Control Party.  Any change of address of a Noteholder shown on a Note Register shall, after the date of such change, be effective to change the address for such Noteholder hereunder.  All notices and demands to any Person hereunder shall be deemed to have been given either at the time of the delivery thereof at the address of such Person for notices hereunder, or on the third day after the mailing thereof to such address, as the case may be.
Section 8.6                Acknowledgement.
(a) Notwithstanding the grant of the security interest in the Collateral under the Indenture and the Guarantee and Collateral Agreement to the Trustee, on behalf of the Secured Parties, the Securitization Entities acknowledge that the Manager, on behalf of the Securitization Entities shall, subject to the terms and conditions herein, have the right, subject to the Trustee’s right (acting solely upon the direction of the Control Party) to revoke such right, in whole or in part, in the event of the occurrence of an Event of Default, (i) to give, in accordance with the Managing Standard, all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required or permitted to be given by any Securitization Entity under the Collateral Transaction Documents, and to enforce all rights, remedies, powers, privileges and claims of each Securitization Entity under the Collateral Transaction Documents, (ii) to give, in accordance with the Managing Standard, all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given by any Securitization Entity under any license agreement to which such Securitization Entity is a party and (iii) to take any other actions required or permitted to be taken under the terms of this Agreement.
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(b) Without limiting the foregoing, the Manager hereby acknowledges that, on the date hereof, the Securitization Entities shall pledge to the Trustee under the Indenture and the Guarantee and Collateral Agreement, as applicable, all of such Securitization Entities’ right and title to, and interest in, this Agreement and the Collateral, and such pledge includes all of such Securitization Entities’ rights, remedies, powers and privileges, and all claims of such Securitization Entities’ against the Manager, under or with respect to this Agreement (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including (i) the rights of such Securitization Entities and the obligations of the Manager hereunder and (ii) the right, at any time, to give or withhold consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement or the obligations in respect of the Manager hereunder to the same extent as such Securitization Entities may do.  The Manager hereby consents to such pledges described above, acknowledges and agrees that (x) the Control Party shall be third‑party beneficiaries of the rights of such Securitization Entities arising hereunder and (y) the Trustee and the Control Party may, to the extent provided in the Indenture and the Guarantee and Collateral Agreement, enforce the provisions of this Agreement, exercise the rights of such Securitization Entities and enforce the obligations of the Manager hereunder without the consent of such Securitization Entities.
Section 8.7             Severability of Provisions.  If one or more of the provisions of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions shall be deemed severable from the remaining covenants, agreements and provisions of this Agreement and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining provisions, or the rights of any parties hereto.  To the extent permitted by law, the parties hereto waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect.
Section 8.8             Delivery Dates.  If the due date of any notice, certificate or report required to be delivered by the Manager hereunder falls on a day that is not a Business Day, the due date for such notice, certificate or report shall be automatically extended to the next succeeding day that is a Business Day.
Section 8.9               Limited Recourse.  The obligations of the Securitization Entities under this Agreement are solely the limited liability company obligations of the Securitization Entities.  The Manager agrees that the Securitization Entities shall be liable for any claims that it may have against the Securitization Entities only to the extent that funds or other Collateral are available to pay such claims pursuant to the Indenture and that, to the extent that any such claims remain unpaid after the application of such funds and other Collateral in accordance with the Indenture, such claims shall be extinguished.
Section 8.10             Binding Effect; Assignment; Third Party Beneficiaries.  The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.  Any assignment of this Agreement without the written consent of the Control Party shall be null and void.  Each of the Back‑Up Manager and the Servicer (in its capacities as Control Party and Servicer) is an intended third party beneficiary of this Agreement and may enforce the Agreement as though a party hereto.
Section 8.11              Article and Section Headings.  The Article and Section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
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Section 8.12              Concerning the Trustee.  In acting under this Agreement, the Trustee shall be afforded the rights, privileges, protections, immunities and indemnities set forth in the Indenture as if fully set forth herein.
Section 8.13             Counterparts.  This Agreement may be executed by the parties hereto in several counterparts (including by facsimile or other electronic means of communication), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.
Section 8.14            Entire Agreement.  This Agreement, together with the Indenture and the other Related Documents and the Managed Documents constitute the entire agreement and understanding among the parties with respect to the subject matter hereof.  Any previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement, the Indenture, the other Related Documents and the Managed Documents.
Section 8.15             Waiver of Jury Trial; Jurisdiction; Consent to Service of Process.  (a)  The parties hereto each hereby waives any right to have a jury participate in resolving any dispute, whether in contract, tort or otherwise, arising out of, connected with, relating to or incidental to the transactions contemplated by this Agreement.
(b) The parties hereto each hereby irrevocably submits (to the fullest extent permitted by applicable law) to the non‑exclusive jurisdiction of any New York state or federal court sitting in the borough of Manhattan, New York City, State of New York, over any action or proceeding arising out of or relating to this Agreement or any Related Documents, and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard and determined in such New York state or federal court.  The parties hereto each hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection each may now or hereafter have, to remove any such action or proceeding, once commenced, to another court on the grounds of forum non conveniens or otherwise.
(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.5.  Nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by law.
Section 8.16             Joinder of Additional Securitization Entities.  In the event the Master Issuer forms an Additional Securitization Entity pursuant to Section 8.34 of the Base Indenture, such Additional Securitization Entity shall execute and deliver to the Manager and the Trustee (i) a Joinder Agreement substantially in the form of Exhibit B and (ii) a Power of Attorney in the form of Exhibit A‑3 and such Additional Securitization Entity shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Securitization Entity party hereto on the Closing Date.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

JACK IN THE BOX INC., 
 
a Delaware corporation, as Manager 
 
     
     
By:
   
Name: 
Michael J. Snider
 
Title:
Assistant Secretary
 
JACK IN THE BOX FUNDING, LLC,  
a Delaware limited liability company, as Master Issuer  
     
     
By:
   
Name: 
Michael J. Snider
 
Title:
Assistant Secretary
 
JACK IN THE BOX SPV GUARANTOR, LLC,  
a Delaware limited liability company, as a Securitization Entity  
     
     
By:
   
Name: 
Michael J. Snider
 
Title:
Assistant Secretary
 


Signature Page to Management Agreement

DIFFERENT RULES, LLC,  
a Delaware limited liability company, as a Securitization Entity  
     
     
By:
   
Name: 
Michael J. Snider
 
Title:
Assistant Secretary
 
JACK IN THE BOX PROPERTIES, LLC,  
a Delaware limited liability company, as a Securitization Entity  
     
     
By:
   
Name: 
Michael J. Snider
 
Title:
Assistant Secretary
 
Signature Page to Management Agreement


CITIBANK, N.A., not in its individual capacity, but
  
solely as Trustee  
     
     
By:
   
Name: 
 
  
Title:
 
  


Signature Page to Management Agreement

Exhibit A-1
POWER OF ATTORNEY OF FRANCHISOR
KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of the Closing Date (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Management Agreement), among Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”), Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company, Different Rules, LLC, a Delaware limited liability company, Jack in the Box Properties, LLC, a Delaware limited liability company (collectively, the “Securitization Entities”), Jack in the Box Inc. and Citibank, N.A. as Trustee, the undersigned Franchisor hereby appoints Jack in the Box Inc. (the “Manager”) and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the IP Services described below being performed with respect to the Securitization IP, with full irrevocable power and authority in the place of the Franchisor, and in the name of the Franchisor or in its own name as agent of the Franchisor, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to perform:
(a)   assessing clearance, patentability, registrability and the risk of potential infringement of or by any After-Acquired Securitization IP;
(b) filing, prosecuting and maintaining applications and registrations for the Securitization IP in the Franchisor’s name in applicable jurisdictions, including timely filings, actions, payments and/or responses (including to office actions and any adversarial, ex parte or inter partes proceedings affecting validity or enforceability) as may be required;
(c) monitoring third‑party use, disclosure and registration of Intellectual Property, as applicable, and taking actions the Manager deems appropriate to oppose or contest the use, disclosure and any application or registration for Intellectual Property, as applicable, that could reasonably be expected to infringe, misappropriate, dilute or otherwise violate the Securitization IP or the Franchisor’s rights therein;
(d) recording and confirming the Franchisor’s legal title in and to any or all of the Securitization IP, including obtaining written assignments of, and executing, as applicable, transfers, non-disclosure obligations and other agreements necessary to secure and protect rights in and to, the Securitization IP;
(e) protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution, misappropriation, unauthorized use or other violation of the Securitization IP (including any breach or violation of the IP License Agreements (including the quality control provisions thereof) and any Related Documents), or any portion thereof, enforcing such Securitization IP, including (i) monitoring licensee use of licensed Trademarks and the quality of its goods and services offered in connection therewith; (ii) taking reasonable measures to maintain confidentiality and to prevent non‑confidential disclosures of Trade Secrets and other confidential information of the Franchisor; (iii) preparing and responding to cease‑and‑desist, demand and notice letters, and requests for a license; and (iv) commencing, prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith; provided that the Franchisor shall join as a party, as necessary, to any such suits to the extent necessary to maintain standing;
(f) performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Related Document to be performed, prepared and/or filed by the Franchisor, including executing and recording with the applicable Governmental Authority financing statements (including continuation statements) or amendments thereof or supplements thereto or grants of security interests or any similar instruments as the Securitization Entities or the Control Party may, from time to time, reasonably request (consistent with the obligations of the Franchisor to perfect the Trustee’s Lien only in the United States) granted by the Franchisor to the Trustee under the Related Documents that are intended to evidence such security interests in the Securitization IP;
A-1-1
(g) paying or causing to be paid or discharged, from funds of the Securitization Entities, any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the Securitization IP or contesting the same in good faith;
(h) obtaining licenses of third‑party Intellectual Property for use and sublicense in connection with the Securitized Restaurant Business and the other assets of the Securitization Entities; and
(i) managing passwords for, content on, administration of, and access to social media accounts, website hosting accounts, mobile app accounts and other similar online accounts.
THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Dated:   [__________], 2019
DIFFERENT RULES, LLC
 
By:
Name:
Title:
A-1-2

STATE OF [__________] 
)
 
  )          ss.:
COUNTY OF [__________]
 )
 

On the [   ] day of [______], 2019, before me the undersigned, personally appeared ___________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
[       ]
 
Notary Public
A-1-3
Exhibit A-2
POWER OF ATTORNEY OF THE SECURITIZATION ENTITIES
KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of the Closing Date (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Management Agreement), among Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”), Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company, Different Rules, LLC, a Delaware limited liability company, Jack in the Box Properties, LLC, a Delaware limited liability company (collectively, the “Securitization Entities”), Jack in the Box Inc. and Citibank, N.A., as Trustee, each of the Securitization Entities hereby appoints Jack in the Box Inc. (the “Manager”) and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in the Management Agreement) being performed with respect to the Securitized Assets, with full irrevocable power and authority in the place of each Securitization Entity and in the name of each Securitization Entity or in its own name as agent of each Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to:
(a) perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Related Documents to be performed, prepared and/or filed by the Securitization Entities, including:  (i) recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Securitization Entities may from time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Securitization Entities to the Trustee under the Related Documents in accordance with the UCC; and (ii) executing grants of security interests or any similar instruments required under the Related Documents to evidence such Lien in the Collateral;
(b) sign, prepare and deliver to the Trustee fully executed Mortgages in accordance with Section 8.37 of the Base Indenture; and
(c) take such actions on behalf of each Securitization Entity as such Securitization Entity or Manager may reasonably request that are expressly required by the terms, provisions and purposes of the Management Agreement; or cause the preparation by other appropriate Persons, of all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of the Related Documents.
This power of attorney is coupled with an interest.
THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Dated:  [__________], 2019
A-2-1
JACK IN THE BOX FUNDING, LLC, as Master Issuer  
     
     
     
By:
   
Name: 
 
  
Title:
 
  
JACK IN THE BOX SPV GUARANTOR, LLC, as a Securitization Entity  
     
     
By:
   
Name: 
 
  
Title:
 
  
DIFFERENT RULES, LLC, as a Securitization Entity  
     
     
By:
   
Name: 
 
  
Title:
 
  


JACK IN THE BOX PROPERTIES, LLC, as a Securitization Entity  
     
     
By:
   
Name: 
 
  
Title:

A-2-2


STATE OF [__________] 
)
 
  )          ss.:
COUNTY OF [__________]
 )
 

On the [  ] day of [__________], 2019, before me the undersigned, personally appeared ___________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the Person upon behalf of which the individual acted, executed the instrument.
[         ]
 
Notary Public
A-2-3

Exhibit A-3

POWER OF ATTORNEY OF ADDITIONAL SECURITIZATION ENTITY
KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of the Closing Date (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Management Agreement), among Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”), Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company, Different Rules, LLC, a Delaware limited liability company, Jack in the Box Properties, LLC, a Delaware limited liability company (collectively, the “Securitization Entities”) and [____________________] (the “Additional Securitization Entity”), Jack in the Box Inc. and Citibank, N.A., as Trustee, the Additional Securitization Entity hereby appoints Jack in the Box Inc. (the “Manager”) and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in the Management Agreement) being performed with respect to the Securitized Assets, with full irrevocable power and authority in the place of the Additional Securitization Entity and in the name of the Additional Securitization Entity or in its own name as agent of the Additional Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to:
(a) perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Related Documents to be performed, prepared and/or filed by the Additional Securitization Entity, including:  (i) recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Additional Securitization Entity may from time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Additional Securitization Entity to the Trustee under the Related Documents in accordance with the UCC; and (ii) executing grants of security interests or any similar instruments required under the Related Documents to evidence such Lien in the Collateral;
(b) sign, prepare and deliver to the Trustee fully executed Mortgages in accordance with Section 8.37 of the Base Indenture; and
(c) take such actions on behalf of the Additional Securitization Entity as such Additional Securitization Entity or Manager may reasonably request that are expressly required by the terms, provisions and purposes of the Management Agreement; or cause the preparation by other appropriate Persons, of all documents, certificates and other filings as the Additional Securitization Entity shall be required to prepare and/or file under the terms of the Related Documents.
This power of attorney is coupled with an interest.
THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Dated:  [__________], 20[__]
A-3-1
[___________________], as the Additional Securitization Entity

 
By:
Name:
Title:
A-3-2

STATE OF [__________] 
)
 
  )          ss.:
COUNTY OF [__________]
 )
 
On the [  ] day of [__________], 20[__], before me the undersigned, personally appeared ___________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the Person upon behalf of which the individual acted, executed the instrument.
[         ]
 
Notary Public
A-3-3
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of____________________, 20______ (this “Joinder Agreement”), made by ______________ a ____________ (the “Additional Securitization Entity”), in favor of JACK IN THE BOX INC., a Delaware limited liability company, as Manager (the “Manager”), and CITIBANK, N.A., as Trustee (in such capacity, together with its successors, the “Trustee”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Management Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”), the Trustee and Citibank, N.A., as securities intermediary, have entered into a Base Indenture dated as of July 8, 2019 (as amended, restated, supplemented or otherwise modified from time to time, exclusive of any Series Supplements, the “Base Indenture” and, together with all Series Supplements, the “Indenture”), providing for the issuance from time to time of one or more Series of Notes thereunder; and
WHEREAS, in connection with the Base Indenture, the Master Issuer, the other Securitization Entities party thereto from time to time, the Manager and the Trustee have entered into the Management Agreement, dated as of July 8, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”); and
WHEREAS, the Additional Securitization Entity has agreed to execute and deliver this Joinder Agreement in order to become a party to the Management Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Management Agreement.  By executing and delivering this Joinder Agreement, the Additional Securitization Entity, as provided in Section 8.16 of the Management Agreement, hereby becomes a party to the Management Agreement as a Securitization Entity thereunder with the same force and effect as if originally named therein as a Securitization Entity and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities thereunder of a Securitization Entity thereunder.  Each reference to a “Securitization Entity” in the Management Agreement shall be deemed to include the Additional Securitization Entity.  The Management Agreement is hereby incorporated herein by reference.
2. Counterparts; Binding Effect.  This Joinder Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which taken together shall constitute a single contract.  This Joinder Agreement shall become effective when each of the Additional Securitization Entity, the Manager and the Trustee has executed a counterpart hereof.  Delivery of an executed counterpart of a signature page of this Joinder Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.
3. Full Force and Effect.  Except as expressly supplemented hereby, the Management Agreement shall remain in full force and effect.
4. Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
[ADDITIONAL SECURITIZATION ENTITY]


     
By:
   
Name:
   
Title:




AGREED TO AND ACCEPTED
JACK IN THE BOX INC., as Manager 
 
     
     
     
By:
   
Name:
   
Title:

CITIBANK, N.A., in its capacity
as Trustee		  
     
     
     
By:
   
Name:
   
Title:


SCHEDULE 2.1(F)
MANAGER INSURANCE
[On File]

Exhibit 99.1

Jack in the Box Inc. Completes $1.1 Billion Securitized Financing Facility

SAN DIEGO--(BUSINESS WIRE)--February 14, 2022--Jack in the Box Inc. (NASDAQ: JACK) (the “Company”) today announced that one of its indirect, limited-purpose subsidiaries (the “Master Issuer”) has completed the sale of $550 million of its Series 2022-1 3.445% Fixed Rate Senior Secured Notes, Class A-2-I (the “Class A-2-I Notes”) and $550 million of its Series 2022-1 4.136% Fixed Rate Senior Secured Notes, Class A-2-II (the “Class A-2-II Notes” and, together with the Class A-2-I Notes, the “2022 Notes”). Interest payments on the 2022 Notes are payable on a quarterly basis. The anticipated repayment dates of the Class A-2-I Notes and the Class A-2-II Notes will be February 2027 and February 2032, respectively, unless earlier prepaid to the extent permitted under the indenture that will govern the 2022 Notes. The 2022 Notes were issued by the Master Issuer in a privately placed securitization transaction.

The net proceeds of the sale of the 2022 Notes are expected to be used to repay in full the Company’s existing Series 2019-1 3.982% Fixed Rate Senior Secured Notes, Class A-2-I and to distribute to Jack in the Box SPV Guarantor, LLC and thereafter to the Company to fund a portion of the Company’s acquisition of Del Taco Restaurants, Inc.

The Master Issuer also entered into a purchase agreement under which it will issue up to $150 million of its Series 2022-1 Variable Funding Senior Secured Notes, Class A-1 (the "Series 2022-1 Class A-1 Notes"), which will allow the Master Issuer to borrow amounts from time to time on a revolving basis. The Series 2022-1 Class A-1 Notes will replace the Company’s existing $150 million Series 2019-1 Variable Funding Senior Secured Notes, Class A-1.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the 2022 Notes or any other security. The 2022 Notes to be offered have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.

 

About Jack in the Box Inc.

Jack in the Box Inc. (NASDAQ: JACK), based in San Diego, is a restaurant company that operates and franchises Jack in the Box® restaurants, one of the nation’s largest hamburger chains, with more than 2,200 restaurants in 21 states and Guam. For more information on franchising opportunities with Jack in the Box, visit JackintheBoxFranchising.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the potential impacts to our business and operations resulting from the COVID-19 pandemic, the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the company's brand; increased regulatory and legal complexities, including federal, state and local policies regarding mitigation strategies for controlling the COVID-19 pandemic, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; and stock market volatility. These and other factors are discussed in the company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request. The company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.

Contacts

Chris Brandon
619.902.0269
chris.brandon@jackinthebox.com