Common use of Appointment of Sub-managers Clause in Contracts

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 Xxxx 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.

Appointment of Sub-managers. (a) The Manager may enter into Sub‑managing Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub‑managerSub-manager”) to provide the Services hereunder; provided, other than with respect to a Sub‑managing Sub-managing Arrangement with an Affiliate of the Manager, that no Sub‑managing Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such Sub‑manager 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 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 Trustee, the Back-Up Manager and the Back‑Up Manager Control Party and (iv) such Sub‑managing Sub-managing Arrangement, or assignment and assumption by such Sub‑managerSub-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 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 Xxxx in the Box Brand Driven Securitization Brands and Branded Locations 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 AccountAccount established by any Securitization Entity or the Manager, provided that prior to accepting instructions from any 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 Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub‑managing Sub-managing Arrangement.

Appointment of Sub-managers. (a) The Manager may enter into Sub‑managing Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub‑managerSub-manager”) to provide the Services hereunder; providedprovided that, other than with respect to a Sub‑managing Sub-managing Arrangement with an Affiliate of the Manager, that no Sub‑managing Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such Sub‑manager 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 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 6.2 and intellectual property provisions substantially similar to those provided in Section 6.46.3, (iii) a written notice has been provided to the Trustee Trustee, the Back-Up Manager and the Back‑Up Manager Control Party and (iv) such Sub‑managing Sub-managing Arrangement, or assignment and assumption by such Sub‑managerSub-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 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 Xxxx in the Box Wingstop Brand and Branded Restaurants 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, provided that prior to accepting instructions from any 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 Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub‑managing Sub-managing Arrangement.. (b) The Manager hereby appoints Wingstop GCM, LLC, a Florida limited liability company, as Sub-manager for purposes of administering the gift card program of the Wingstop Brand. Section 2.11

Appointment of Sub-managers. (a) The Manager may enter into Sub‑managing Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub‑managerSub-manager”) to provide the Services hereunder; providedprovided that, other than with respect to a Sub‑managing Sub-managing Arrangement with an Affiliate of the Manager, that no Sub‑managing Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such Sub‑manager 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 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 6.2 and intellectual property provisions substantially similar to those provided in Section 6.46.3, (iii) a written notice has been provided to the Trustee Trustee, the Back-Up Manager and the Back‑Up Manager Control Party and (iv) such Sub‑managing Sub-managing Arrangement, or assignment and assumption by such Sub‑managerSub-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 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 Xxxx in the Box Wingstop Brand and Branded Restaurants 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, provided that prior to accepting instructions from any 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 Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub‑managing Sub-managing Arrangement.

Appointment of Sub-managers. (a) The Manager may enter into Sub‑managing Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub‑managerSub-manager”) to provide the Services hereunder; provided, other than with respect to a Sub‑managing Sub-managing Arrangement with an Affiliate of the Manager, that no Sub‑managing Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such Sub‑manager 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 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 Trustee, the Back-Up Manager and the Back‑Up Manager Control Party and (iv) such Sub‑managing Sub-managing Arrangement, or assignment and assumption by such Sub‑managerSub-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 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 Xxxx in the Box Brand Driven Securitization Brands and Branded Locations 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 any 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 Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub‑managing Sub-managing Arrangement.