Common use of Deposits to the Concentration Accounts Clause in Contracts

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer shall deposit (or cause to be deposited) the following amounts to the U.S. Concentration Account, in each case, to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located in the United States and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the U.S. SPV Franchising Entities shall be deposited directly to the U.S. Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the U.S. SPV Franchising Entities made to a Lock-Box Account shall be deposited to the U.S. Concentration Account within two (2) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) within three (3) Business Days of receipt, all amounts received under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Issuer (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. Collections. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the each Co-Issuer shall deposit (or cause to be deposited) the following amounts to the U.S. either Concentration Account, in each case, to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located in the United States its Subsidiaries and promptly after upon receipt (unless otherwise specified below): (Ai) all Franchisee Payments, Franchisee Lease Payments, Franchisee Note Payments owed to the U.S. SPV Franchising Entities and Equipment Lease Payments shall be deposited directly to the U.S. a Concentration Account or made (or, in the case of any misdirected payments, will deposit such amounts to a Lock-Box Account; provided that all Franchisee Payments owed to the U.S. SPV Franchising Entities made to a Lock-Box Account shall be deposited to the U.S. Concentration Account within two three (23) Business Days following the receipt earlier of (x) Actual Knowledge by the Manager or any Securitization Entity of such amounts misdirected payments and (y) the end of the week in which such Lock-Box Accountmisdirected payments are received); (Bii) within five (5) Business Days after of receipt, amounts repaid to the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amountrelated Franchise Entity from any tax escrow account held by a landlord under a lease with such Franchise Entity; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (Diii) within three (3) Business Days of receipt, all amounts amounts, including Company Restaurant License Fees, received under any the IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), Agreements and all other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (Eiv) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the such Co-Issuer (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. a Concentration Account; and (Fv) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer Master Issuer, the Franchise Holder or Wendy’s Properties, as the case may be, shall deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration Account, in each case, Account to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located (in the United States case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified belowbelow and, except in the case of Contributed Restaurant Accounts, amounts held as Contributed Restaurant Working Capital Reserve Amounts): (Ai) all Franchisee Payments, Franchisee Lease Payments owed to the U.S. SPV Franchising Entities and Franchisee Note Payments shall be deposited directly to the U.S. a Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed (or, in the case of any misdirected payments, deposited to the U.S. SPV Franchising Entities made to a Lock-Box applicable Concentration Account shall 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 U.S. applicable Concentration Account within two (2) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after of receipt by the end Franchise Holder or the Manager, on behalf of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits AmountFranchise Holder)); (Cii) on the first (1st) day of each Weekly Collection Period, an amount equal to all Contributed Restaurant Lease Payments and Retained Restaurant Lease Payments received during the previous Weekly Collection Period; (iii) (A) for each Monthly Fiscal Period of the Securitization Entities ending prior to January 4, 2021, on or before the tenth (10th) Business Day following the last day of each such Monthly Fiscal Period, an amount, if positive, equal to the Monthly Securitization-Owned Location Fiscal Period Estimated Contributed Restaurant Profits Amount plus the Monthly Fiscal Period Contributed Restaurant Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Contributed Restaurant Accounts and (B) for each Monthly Fiscal Period ending on or after January 4, 2021, on one or more occasions selected by the Manager (but no more frequently than weekly and in any event no later than the tenth (10th) Business Day following the last day of such Monthly Fiscal Period), the Contributed Restaurant Cash Profits Amount for such Monthly Fiscal Period (or, in the event that the Manager elects to make more than one deposit of Contributed Restaurant Cash Profits Amounts to the Concentration AccountsAccounts with respect to such Monthly Fiscal Period, and/or draws on the Series 2019-3 Notes or Contributed Restaurants Cash Profits Amount for the Series 2022-1 Class A-1 Notesportion of such Monthly Fiscal Period selected by the Manager); (Div) as soon as practicable, and in any event within three five (35) Business Days of receipt, all amounts received repaid to the related Securitization Entity from any tax escrow account held by a landlord under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into a lease with a Canadian such Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (Ev) 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 (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. a Concentration Account; (vi) 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, including Company Restaurant License Fees and Canadian License Fees, received under the IP License Agreements and all other license fees and all other amounts received in respect of the Securitization IP, including recoveries from the enforcement of the Securitization IP; and (Fvii) as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer Master Issuer, the Franchise Holder or Wendy’s Properties, as the case may be, shall deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration Account, in each case, Account to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located (in the United States case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified belowbelow and, except in the case of Contributed Restaurant Accounts, amounts held as Contributed Restaurant Working Capital Reserve Amounts): (Ai) all Franchisee Payments, Franchisee Lease Payments owed to the U.S. SPV Franchising Entities and Franchisee Note Payments shall be deposited directly to the U.S. a Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed (or, in the case of any misdirected payments, deposited to the U.S. SPV Franchising Entities made to a Lock-Box applicable Concentration Account shall 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 U.S. applicable Concentration Account within two (2) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after of receipt)); provided that, for a transition period of up to sixty (60) days following the end Closing Date, a portion of each fiscal weekFranchisee Payments, Franchisee Lease Payments and Franchisee Note Payments may be paid to the Weekly Estimated Securitization-Owned Location Profits AmountManager and deposited by the Manager in the applicable Concentration Account so long as the Manager is in compliance with the Manager Deposit Requirements); (Cii) on the first (1st) day of each Weekly Collection Period, an amount equal to all Contributed Restaurant Lease Payments and Retained Restaurant Lease Payments received during the previous Weekly Collection Period; (iii) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal PeriodPeriod of the Securitization Entities, an amount, if positive, equal to the Monthly Securitization-Owned Location Fiscal Period Estimated Contributed Restaurant Profits Amount plus the Monthly Fiscal Period Contributed Restaurant Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Contributed Restaurant Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (Div) as soon as practicable, and in any event within three five (35) Business Days of receipt, all amounts received repaid to the related Securitization Entity from any tax escrow account held by a landlord under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into a lease with a Canadian such Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (Ev) 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 (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. a Concentration Account; (vi) 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, including Company Restaurant License Fees and Canadian License Fees, received under the IP License Agreements and all other license fees and all other amounts received in respect of the Securitization IP, including recoveries from the enforcement of the Securitization IP; and (Fvii) as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) (a) Deposits to the Concentration Account. Until the Indenture is terminated pursuant to Section 12.1, the Issuer shall deposit (or cause to be deposited) the following amounts to the U.S. Concentration Account, in each case, to the extent owed to it or the other U.S. Securitization Entities or any theany applicable Take 5 Company Locations located in the United States and promptly after receipt (unless otherwise specified below): (A) (i) all Franchisee Payments owed to the U.S. SPV Franchising Entities shall be deposited directly to the U.S. Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the U.S. SPV Franchising Entities made to a Lock-Box Account shall be deposited to the U.S. Concentration Account within two (2) Business Days following the receipt of such amounts in such Lock-Box Account; (B) (ii) within five (5) Business Days after the end of each fiscal weekweek of Take 5 Franchisor and Take 5 Properties, the Weekly Estimated SecuritizationTake 5 CompanySecuritization-Owned Location Profits Amount; (C) (iii) on or before the tenth (10th) Business Day following the last day of each Take 5 Monthly Fiscal Period, the Monthly SecuritizationTake 5 CompanySecuritization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the SecuritizationTake 5 CompanySecuritization-Owned Location Concentration Accounts, and/or draws on the Series 201920152019-3 Notes or the Series 2022-1 13 Class A-1 Notes; (D) (iv) within three (3) Business Days of receipt, all amounts received under any theany IP License Agreement AgreementsAgreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) (v) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Issuer (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. Concentration Account; and (F) (vi) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. Collections. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer Master Issuer, the U.K. Franchisor or any other applicable Securitization Entity, as the case may be, shall deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration Account, in each case, Account to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located (in the United States case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified below): (Ai) all Franchisee Payments owed to the U.S. SPV Franchising Entities and Business Development Transaction Receipts received from Franchisees shall be deposited directly to the U.S. applicable Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed (or, in the case of any misdirected payments, will deposit such amounts to the U.S. SPV Franchising Entities made to a Lock-Box Account shall be deposited to the U.S. applicable Concentration Account within two (2) Business Days following the receipt of such amounts as soon as practicable, and in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) 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 misdirected Franchisee Lease Payments shall be deposited in the U.S. Concentration Account as soon as practicable, and in any event within five (5) Business days; (ii) 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 under any the IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), Agreements and all other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (Eiii) 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 Master Issuer (directly or indirectly) Parent and by the Master Issuer Parent to the Master Issuer to the extent such equity contributions are directed to be made to the U.S. a Concentration Account; and (Fiv) as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer Master Issuer, the Franchisor, the Distributor or any other Securitization Entity holding a Concentration Account, as the case may be, shall be obligated to deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration Account, in each case, Account to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located (in the United States case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified below): (Ai) all Franchisee Royalty Payments owed to the U.S. SPV Franchising Entities shall and Franchise Fees received by a Securitization Entity via credit card payment, ACH payment, third-party processor or other online payment will be deposited directly to the U.S. a Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to (or, in the U.S. SPV Franchising Entities made to a Lock-Box Account shall be case of any misdirected payments, deposited to the U.S. applicable Concentration Account within two (2) Business Days following the receipt of such amounts as soon as practicable, and in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) any event within three (3) Business Days of Actual Knowledge of receipt, all amounts received under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (Eii) all Other Franchisee Payments 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 Actual Knowledge of receipt); (iii) as soon as practicable, and in any event within five (5) Business Days of receipt, amounts repaid to the related Securitization Entity from any tax escrow account held by a landlord under a lease with such Securitization Entity; (iv) 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 (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. a Concentration Account; (v) as soon as practicable, and in any event within three (3) Business Days of receipt, all amounts, including Retained Corporate-Owned Center IP License Fees (if any) received under the IP License Agreements and all other license fees and all other amounts received in respect of the Securitization IP, including recoveries from the enforcement of the Securitization IP; and (Fvi) as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, after the Issuer Closing Date, each Securitization Entity shall deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration AccountAccount (i.e., the Concentration Account for the Co-Issuer which is such Securitization Entity’s Subsidiary or its direct or indirect Parent) in the following manner, in each case, to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located in the United States and promptly after receipt (unless otherwise specified below):it: (Ai) all Franchisee Payments owed to the U.S. SPV Franchising Entities Payment Amounts shall be deposited directly to the U.S. applicable Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the U.S. SPV Franchising Entities Payment Amounts made to a Lock-Box Account shall be deposited directly to the U.S. applicable Concentration Account within two promptly after receipt thereof (2) Business Days following but in any event on or prior to the receipt of Weekly Allocation Date relating to the Weekly Collection Period in which such amounts in such Lock-Box Accountamount was received); (Bii) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitizationall Company-Owned Location Profits AmountRoyalty Payment Amounts shall be deposited directly to the applicable Concentration Account promptly after receipt thereof; (Ciii) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) within three (3) Business Days of receipt, all amounts received under any the FOCUS Brands IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity)Agreement, the Branded Products and Services Licenses, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the Securitization IP shall be deposited directly to the applicable Securitization IPConcentration Account promptly after receipt thereof (but in any event on or prior to the Weekly Allocation Date relating to the Weekly Collection Period in which such amount was received); (Eiv) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Issuer (directly or indirectly) Co-Issuers to the extent such equity contributions are directed to be made to the U.S. applicable Concentration AccountAccount will be deposited directly to such Concentration Account promptly after receipt thereof; and (Fv) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Release Prices, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. Collections. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian applicable Concentration Account promptly after receipt thereof (but in any event on or made to a Lock-Box Account; provided that all Franchisee Payments owed prior to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited Weekly Allocation Date relating to the Canadian Concentration Account within three (3) Business Days following the receipt of Weekly Collection Period in which such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collectionsamount was received).

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.112.01, the Issuer Master Issuer, the Franchisor or JIB Properties, as the case may be, shall deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration Account, in each case, Account to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located (in the United States case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified belowbelow and, except in the case of Securitized Company Restaurant Accounts, amounts held as Securitized Company Restaurant Working Capital Reserve Amounts): (A) all Securitized Franchisee Payments owed to the U.S. SPV Franchising Entities and any Securitized Franchisee Note Payments shall be deposited directly to the U.S. a Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed (or, in the case of any misdirected payments, deposited to the U.S. SPV Franchising Entities made to a Lock-Box Account shall 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 U.S. applicable Concentration Account within two (2) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after of receipt); provided, that for a transition period of up to sixty (60) days following the end 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 fiscal weekWeekly 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 Weekly Estimated Securitization-Owned Location Profits Amountcase 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 Monthly Four-Week Fiscal PeriodPeriod of the Securitization Entities, an amount, if positive, equal to the Monthly SecuritizationFour-Owned Location Week Fiscal Period Estimated Securitized Company Restaurant Profits Amount plus the Four-Week Fiscal Period Securitized Company Restaurant Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Securitized Company Restaurant Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (DF) within three (3) Business Days of receiptas soon as practicable, all amounts received under and in any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) 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 (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. 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 (FH) as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer Master Issuer, the Franchisor, the Equipment Distributor or Planet Fitness Assetco, as the case may be, shall deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration Account, in each case, Account to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located (in the United States case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified belowbelow and, except in the case of (i) Securitized Corporate-Owned Store Accounts, amounts held as Securitized Corporate-Owned Store Working Capital Reserve Amounts and (ii) Equipment Distributor Operating Accounts, amounts held as Equipment Distributor Working Capital Reserve Amounts): (Ai) all Franchisee Royalty Payments owed to the U.S. SPV Franchising Entities shall received by a Securitization Entity via credit card payment, ACH payment, third-party processor or other online payment will be deposited directly to the U.S. a Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to (or, in the U.S. SPV Franchising Entities made to a Lock-Box Account shall be case of any misdirected payments, deposited to the U.S. applicable Concentration Account within two (2) Business Days following the receipt of such amounts as soon as practicable, and in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) any event within three (3) Business Days of receipt, all amounts received under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity)unless such deposit requires an international funds transfer, other license fees and any other amounts received in respect of which case such funds must be deposited to the applicable Securitization IP, including recoveries from the enforcement Concentration Account within five (5) Business Days of the applicable Securitization IPreceipt); (Eii) all Other Franchisee Payments, Webjoin Fees, Payment Processor Rebates and Vendor Commissions 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); (iii) all Franchisee Lease Payments that are not deposited directly in the Lease Obligations Account 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); (iv) as soon as practicable, and in any event within five (5) Business Days of receipt, amounts repaid to the related Securitization Entity from any tax escrow account held by a landlord under a lease with such Securitization Entity; (v) 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 (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. a Concentration Account; (vi) 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, including Securitized Corporate-Owned Store IP License Fees, Canadian IP License Fees, International IP License Fees, Retained Corporate-Owned Store IP License Fees and Additional IP License Fees received under the IP License Agreements and all other license fees and all other amounts received in respect of the Securitization IP, including recoveries from the enforcement of the Securitization IP; and (Fvii) as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer Master Issuer, the Franchisor, the Equipment Distributor or Planet Fitness Assetco, as the case may be, shall deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration Account, in each case, Account to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located (in the United States case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified belowbelow and, except in the case of (i) Securitized Corporate-Owned Store Accounts, amounts held as Securitized Corporate-Owned Store Working Capital Reserve Amounts and (ii) Equipment Distributor Operating Accounts, amounts held as Equipment Distributor Working Capital Reserve Amounts): (Ai) all Franchisee Royalty Payments owed to the U.S. SPV Franchising Entities shall received by a Securitization Entity via credit card payment, ACH payment, third-party processor or other online payment will be deposited directly to the U.S. a Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to (or, in the U.S. SPV Franchising Entities made to a Lock-Box Account shall be case of any misdirected payments, deposited to the U.S. applicable Concentration Account within two (2) Business Days following the receipt of such amounts as soon as practicable, and in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) any event within three (3) Business Days of receipt, all amounts received under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity)unless such deposit requires an international funds transfer, other license fees and any other amounts received in respect of which case such funds must be deposited to the applicable Securitization IP, including recoveries from the enforcement Concentration Account within five (5) Business Days of the applicable Securitization IPreceipt); (Eii) all Other Franchisee Payments, Webjoin Fees, Payment Processor Rebates and Vendor Commissions 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); provided, that for a transition period of up to sixty (60) days following the Closing Date, a portion of Other Franchisee Payments, Webjoin Fees, Payment Processor Rebates and Vendor Commissions may be paid to the Manager and deposited by the Manager in the applicable Concentration Account so long as the Manager is in compliance with the Manager Deposit Requirements); (iii) all Franchisee Lease Payments that are not deposited directly in the Lease Obligations Account 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); (iv) as soon as practicable, and in any event within five (5) Business Days of receipt, amounts repaid to the related Securitization Entity from any tax escrow account held by a landlord under a lease with such Securitization Entity; (v) 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 (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. a Concentration Account; (vi) 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, including Securitized Corporate-Owned Store IP License Fees, Canadian IP License Fees, International IP License Fees, Retained Corporate-Owned Store IP License Fees and Additional IP License Fees received under the IP License Agreements and all other license fees and all other amounts received in respect of the Securitization IP, including recoveries from the enforcement of the Securitization IP; and (Fvii) as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the each Co-Issuer shall deposit (or cause to be deposited) the following amounts to the U.S. its respective Concentration Account, in each case, to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located in the United States its Subsidiaries and promptly after receipt (unless otherwise specified below): (Ai) all Franchisee Payments, Franchisee Lease Payments, Franchisee Note Payments owed to the U.S. SPV Franchising Entities and Equipment Lease Payments shall be deposited directly to the U.S. a Concentration Account or made (or, in the case of any misdirected payments, will deposit such amounts to a Lock-Box Account; provided that all Franchisee Payments owed to the U.S. SPV Franchising Entities made to a Lock-Box Account shall be deposited to the U.S. Concentration Account within two three (23) Business Days following the receipt of such amounts in such Lock-Box Accountreceipt; (Bii) within five (5) Business Days after of receipt, amounts repaid to the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amountrelated Franchise Entity from any tax escrow account held by a landlord under a lease with such Franchise Entity; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (Diii) within three (3) Business Days of receipt, all amounts amounts, including Company Restaurant License Fees, received under any the IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), Agreements and all other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IPIP and, on and after the Springing Amendments Implementation Date, revenue from Other Products and Services that the Co-Issuers have elected to include as part of the Collateral by executing an IP License Agreement in respect thereof with the appropriate Securitization Entity; (Eiv) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the such Co-Issuer (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. a Concentration Account; and (Fv) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. CollectionsAccount. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer Master Issuer, the Franchisor, the Equipment Distributor or Planet Fitness Assetco, as the case may be, shall deposit (or cause to be deposited) the following amounts to the U.S. applicable Concentration Account, in each case, Account to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located (in the United States case of the Master Issuer) its Subsidiaries and promptly after receipt (unless otherwise specified below): below and, except in the case of (Ai) Securitized Corporate-Owned Store Accounts, amounts held as Securitized Corporate-Owned Store Working Capital Reserve Amounts and (ii) Equipment Distributor Operating Accounts, amounts held as Equipment Distributor Working Capital Reserve Amounts): (i) all Franchisee Royalty Payments owed to the U.S. SPV Franchising Entities shall received by a Securitization Entity via credit card payment, ACH payment, third-party processor or other online payment will be deposited directly to the U.S. a Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to (or, in the U.S. SPV Franchising Entities made to a Lock-Box Account shall be case of any misdirected payments, deposited to the U.S. applicable Concentration Account within two (2) Business Days following the receipt of such amounts as soon as practicable, and in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) any event within three (3) Business Days of receipt, all amounts received under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity)unless such deposit requires an international funds transfer, other license fees and any other amounts received in respect of which case such funds must be deposited to the applicable Securitization IPConcentration Account within five (5) Business Days of receipt); (ii) all Other Franchisee Payments, including recoveries from Webjoin Fees, Payment Processor Rebates and Vendor Commissions will be deposited directly to a Concentration Account (or, in the enforcement case of any misdirected payments, deposited to the applicable Securitization IP; (E) Concentration Account as soon as practicable, and in any event within three (3) Business Days of receipt, equity contributionsunless such deposit requires an international funds transfer, if any, made by any Non-Securitization Entity in which case such funds must be deposited to the Issuer applicable Concentration Account within five (5) Business Days of receipt); (iii) all Franchisee Lease Payments that are not deposited directly or indirectly) in the Lease Obligations Account will be deposited directly to a Concentration Account (or, in the case of any misdirected payments, deposited to the extent applicable Concentration Account as soon as practicable, and in any event within three (3) Business Days of receipt, unless such equity contributions are directed to deposit requires an international funds transfer, in which case such funds must be made deposited to the U.S. applicable Concentration AccountAccount within five (5) Business Days of receipt); and (Fiv) as soon as practicable, and in any event within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect repaid to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. Collections. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-related Securitization Entity to the Canadian Co-Issuer or from any other Canadian tax escrow account held by a landlord under a lease with such Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.Entity;

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer shall deposit (or cause to be deposited) the following amounts to the U.S. Concentration Account, in each case, to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located in the United States and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the U.S. SPV Franchising Entities shall be deposited directly to the U.S. Concentration Account or made to a Lock-Lock- Box Account; provided that all Franchisee Payments owed to the U.S. SPV Franchising Entities made to a Lock-Box Account shall be deposited to the U.S. Concentration Account within two (2) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) within three (3) Business Days of receipt, all amounts received under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Issuer (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. Collections. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.

Deposits to the Concentration Accounts. (i) Until the Indenture is terminated pursuant to Section 12.1, the Issuer shall deposit (or cause to be deposited) the following amounts to the U.S. Concentration Account, in each case, to the extent owed to it or the other U.S. Securitization Entities or any applicable Take 5 Company Locations located in the United States and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the U.S. SPV Franchising Entities shall be deposited directly to the U.S. Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the U.S. SPV Franchising Entities made to a Lock-Box Account shall be deposited to the U.S. Concentration Account within two (2) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, and/or draws on the Series 2019-3 Notes or the Series 2022-1 Class A-1 Notes; (D) within three (3) Business Days of receipt, all amounts received under any IP License Agreement (including any Canadian IP License Agreement or other IP License Agreement entered into with a Canadian Securitization Entity), other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Issuer (directly or indirectly) to the extent such equity contributions are directed to be made to the U.S. Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operation of the Driven Securitization Brands in the United States not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the U.S. Securitization Entities or to the U.S. Collection Account for U.S. Collections. (ii) Until the Indenture is terminated pursuant to Section 12.1, the Canadian Co-Issuer shall deposit (or cause to be deposited) the following amounts to the Canadian Concentration Account, in each case, to the extent owed to it or the other Canadian Securitization Entities and promptly after receipt (unless otherwise specified below): (A) all Franchisee Payments owed to the Canadian SPV Franchising Entities will be deposited directly to the Canadian Concentration Account or made to a Lock-Box Account; provided that all Franchisee Payments owed to the Canadian SPV Franchising Entities made to a Lock-Box Account will be deposited to the Canadian Concentration Account within three (3) Business Days following the receipt of such amounts in such Lock-Box Account; (B) within five (5) Business Days after the end of each fiscal week, the Weekly Estimated Securitization-Owned Location Profits Amount, the Weekly Estimated Product Sourcing Profits Amount and Weekly Estimated Claims Management Profits Amount; (C) on or before the tenth (10th) Business Day following the last day of each Monthly Fiscal Period, the Monthly Securitization-Owned Location Profits True-up Amount, the Monthly Product Sourcing Profits True-up Amount and the Monthly Claims Management Profits True-up Amount, if any, from amounts on deposit in the Securitization-Owned Location Concentration Accounts, Product Sourcing Concentration Accounts and Claims Management Concentration Accounts; (D) within three (3) Business Days of receipt all amounts received under any IP License Agreement, other license fees and any other amounts received in respect of the applicable Securitization IP, including recoveries from the enforcement of the applicable Securitization IP; (E) within three (3) Business Days of receipt, equity contributions, if any, made by any Non-Securitization Entity to the Canadian Co-Issuer or any other Canadian Securitization Entity (in each case, directly or indirectly) to the extent such equity contributions are directed to be made to the Canadian Concentration Account; and (F) within five (5) Business Days of receipt, all other amounts constituting Retained Collections with respect to the operations of the Driven Securitization Brands in Canada not referred to in the preceding clauses other than Indemnification Amounts, Release Prices, Insurance/Condemnation Proceeds, Asset Disposition Proceeds and other amounts required to be deposited directly to other Management Accounts of the Canadian Securitization Entities or to the Canadian Collection Account for Canadian Collections.