Wendy's International (WEN)

Net Cash Proceeds” means proceeds received by Holdco Co-Borrower or any of its Restricted Subsidiaries after the Initial Closing Date and prior to the Restatement Effective Date or Ultimate Parent Co-Borrower or any of its Restricted Subsidiaries on or after the Restatement Effective Date in cash or Cash Equivalents from any (a) Asset Sale other than an Asset Sale permitted under clauses (a) through (i) and (m) of Section 8.4, net of (i) the reasonable cash costs of sale, assignment or other disposition (including fees, commission, costs and other expenses), (ii) taxes paid or reasonably estimated to be payable as a result thereof, (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations) secured by the assets subject to such Asset Sale, as long as evidence of each of clauses (i), (ii) and (iii) above is provided to the Administrative Agent to its reasonable satisfaction, and (iv) appropriate amounts provided by the seller as a reserve (but only to the extent such amounts remain set aside as a reserve; provided that in the event that cash or Cash Equivalents are used to satisfy any liabilities associated with any such reserve, the aggregate amount of such cash or Cash Equivalents shall not reduce the amount of such reserve for purposes of this clause (a)(iv)), in accordance with GAAP, against all liabilities associated with the property disposed of in such Asset Sale and retained by Ultimate Parent Co-Borrower or any Restricted Subsidiary after such Asset Sale, including pension and other post-employment benefit liabilities, liabilities relating to environmental matters and liabilities under indemnification provisions associated with such Asset Sale, (b) Property Loss Event, net of costs and expenses incurred in connection with the collection of such proceeds and not including proceeds of business interruption or similar insurance or (c) Debt Issuance other than as permitted under Section 8.1, in each case net of taxes, fees, commis-

 

 

sions, indemnities, discounts, placement fees, brokers’, consultants’, investment banking, legal, accounting and other advisors’ fees, expenses and other costs incurred in connection with such transaction as long as evidence of such fees and costs is provided to the Administrative Agent. For the avoidance of doubt, Net Cash Proceeds shall not include any proceeds received in connection with the RTM Acquisitions.

Net Cash Proceeds” means, in connection with any Disposition or any Casualty Event involving Real Estate Collateral, the proceeds thereof in the form of cash and Cash Equivalent Investments (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of (i) attorneys’ fees, accountants’ fees and investment banking fees, (ii) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Disposition or Casualty Event involving Real Estate Collateral (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith, (iii) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (iv) reasonable reserves for indemnification, adjustment of purchase price or similar obligations incurred or assumed in connection therewith (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds).