Common use of Establishment of Collection Account Administrative Accounts Clause in Contracts

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Commitment Fee Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Interest Account”);

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in hereby instructs the case of any account relating Trustee to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):), each of which accounts the Trustee has established as of the Closing Date, and the Issuer hereby agrees that it shall maintain such accounts with the Trustee for the benefit of the Secured Parties: (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Super Senior Notes Interest Payment Account” , for the deposit of the Super Senior Notes Quarterly Interest Amount; (ii) the Senior Notes Interest Payment Account, for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”)Amount; (iiiii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Interest Payment Account” Account for the deposit of the Senior Subordinated Notes Quarterly Interest Amount Amount; (together with any successor account, iv) the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” Account for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”)Amount; (ivv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 the Super Senior Notes Commitment Fees Account” Principal Payment Account for the deposit of the Class A-1 Quarterly Commitment Fee Amount (together with any successor account, amounts allocable to the “Class A-1 Notes Commitment Fees Account”)payment of principal of the Super Senior Notes; (vvi) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”)Notes; (vivii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Notes; (together with any successor account, viii) the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”)Notes; (viiiix) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Super Senior Notes Post-ARD Contingent Anticipated Repayment Date Additional Interest Account” Account for the deposit of the Super Senior Notes Quarterly Post-Anticipated Repayment Date Additional Interest amount; (x) the Senior Notes Post-Anticipated Repayment Date Additional Interest Account for the deposit of the Senior Notes Quarterly Post-ARD Contingent Anticipated Repayment Date Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”)amount; (ixxi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Post-ARD Contingent Anticipated Repayment Date Additional Interest Account” Account for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Anticipated Repayment Date Additional Interest Amount amount; (together with any successor account, xii) the “Senior Subordinated Notes Post-ARD Contingent Anticipated Repayment Date Additional Interest Account”)Account for the deposit of the Subordinated Notes Quarterly Post-Anticipated Repayment Date Additional Interest amount; (xiii) the Securitization Operating Expense Account for the deposit of Securitization Operating Expenses; (xiv) the Super Senior Notes Qualified Equity Offering Additional Interest Account for the deposit of Super Senior Notes Accrued Quarterly Qualified Equity Offering Additional Interest Amount; (xv) the Senior Notes Qualified Equity Offering Additional Interest Account for the deposit of Senior Notes Accrued Quarterly Qualified Equity Offering Additional Interest Amount; (xvi) the Senior Subordinated Notes Qualified Equity Offering Additional Interest Account for the deposit of Senior Subordinated Notes Accrued Quarterly Qualified Equity Offering Additional Interest Amount; and (xvii) the Tax Lien Reserve Account for the deposit of any Tax Lien Reserve Amounts.

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, shall be established by the Trustee in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):), either as of the Closing Date or, in the case of any Collection Account Administrative Accounts with respect to the Senior Subordinated Notes or the Subordinated Notes, after the Closing Date in connection with the initial issuance of any such Notes: (i) an account no. [reserved] entitled for the deposit of the Class A-1 Notes Quarterly Commitment Fees Amount (the “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Class A-1 Notes Interest Payment Commitment Fees Account” ”); (ii) an account for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount Amount, if any (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Subordinated Notes Quarterly Commitment Fee Amount Interest Amount, if any (together with any successor account, the “Class A-1 Subordinated Notes Commitment Fees Interest Payment Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Notes, if any (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes Notes, if any (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Additional Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount Additional Interest, if any (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”); (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Contingent Additional Interest, if any (the “Subordinated Notes Post-ARD Contingent Additional Interest Account”); and (xi) an account for the deposit of Securitization Operating Expenses (the “Securitization Operating Expense Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has establishedAs of the Amendment Date, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following eleven administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of have been assigned to the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Notes Quarterly Commitment Fee Fees Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Additional Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”); (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Additional Interest (the “Subordinated Notes Post-ARD Additional Interest Account”); and (xi) an account for the deposit of Securitization Operating Expenses (the “Securitization Operating Expense Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in hereby instructs the case of any account relating Trustee to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):), each of which accounts the Trustee has established as of the Closing Date, and the Issuer hereby agrees that it shall maintain such accounts with the Trustee for the benefit of the Secured Parties: (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Notes Interest Payment Account” , for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”)Amount; (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Interest Payment Account” Account for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”)Amount; (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Subordinated Notes Interest Payment Account” Account for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”)Amount; (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Commitment Fee Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”)Notes; (viv) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Notes; (together with any successor account, vi) the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”)Notes; (viiivii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Notes Post-ARD Contingent Anticipated Call Date Additional Interest Account” Account for the deposit of the Senior Notes Quarterly Post-ARD Contingent Anticipated Call Date Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”)amount; (ixviii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Post-ARD Contingent Anticipated Call Date Additional Interest Account” Account for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Anticipated Call Date Additional Interest Amount Amount; (together with any successor account, ix) the “Senior Subordinated Notes Post-ARD Contingent Anticipated Call Date Additional Interest Account”)Account for the deposit of the Subordinated Notes Quarterly Post-Anticipated Call Date Additional Interest Amount; (x) the Securitization Operating Expense Account for the deposit of Securitization Operating Expenses; and (xi) the Tax Lien Reserve Account for the deposit of any Tax Lien Reserve Amounts.

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, shall be established by the Trustee in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):), either as of the Series 2015-1 Closing Date or, in the case of any Collection Account Administrative Accounts with respect to the Senior Subordinated Notes or the Subordinated Notes, after the Series 2015-1 Closing Date in connection with the initial issuance of any such Notes: (i) an account no. [reserved] entitled for the deposit of the Class A-1 Notes Commitment Fees Amount (the “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Class A-1 Notes Interest Payment Commitment Fees Account” ”); (ii) an account for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount Amount, if any (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Subordinated Notes Quarterly Commitment Fee Amount Interest Amount, if any (together with any successor account, the “Class A-1 Subordinated Notes Commitment Fees Interest Payment Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Notes, if any (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes Notes, if any (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Additional Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount Additional Interest, if any (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”); (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Additional Interest, if any (the “Subordinated Notes Post-ARD Additional Interest Account”); and (xi) an account for the deposit of Securitization Operating Expenses (the “Securitization Operating Expense Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will shall establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following and maintain nine administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Insured Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount Insurer Premiums (together with any successor account, the “Senior Subordinated Notes Interest Payment Insurer Premiums Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Class A-1 Senior Notes Accrued Quarterly Interest Amount Commitment Fees (together with any successor account, the “Subordinated Class A-1 Senior Notes Interest Payment Commitment Fees Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of any Indemnification Payments, any Senior Notes Targeted Principal Payments or any other principal payments with respect to the Class A-1 Quarterly Commitment Fee Amount Senior Notes (together with any successor account, the “Class A-1 Senior Notes Commitment Fees Principal Payments Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Quarterly Interest (together with any successor account, the “Senior Subordinated Notes Principal Payment Interest Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable any Indemnification Payments, any Subordinated Notes Targeted Principal Payments or any other principal payments with respect to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Payments Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Senior Notes Quarterly Contingent Additional Interest and Class A-1 Senior Notes Quarterly Uninsured Interest (together with any successor account, the “Subordinated Senior Notes Principal Payment Contingent Additional Interest Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”);; and (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Residual Amount during any Residual Monthly Distribution Period (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Interest Residual Amounts Account”);; provided that if any Collection Account Administrative Account is at any time no longer an Eligible Account, the Master Issuer shall, within five (5) Business Days of obtaining knowledge that such Collection Account Administrative Account is no longer an Eligible Account, notify the Control Party and establish a new Collection Account Administrative Account that is an Eligible Account to replace such non-qualifying Collection Account Administrative Account. If a new Collection Account Administrative Account is established the Master Issuer shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Collection Account Administrative Account into the new Collection Account Administrative Account.

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will and SRI Real Estate Holdco shall jointly establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following and maintain eight administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Monthly Insured Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Monthly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Amount Insurer Premiums (together with any successor account, the “Subordinated Notes Interest Payment Insurer Premiums Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Senior Notes Monthly Commitment Fee Amount Fees (together with any successor account, the “Class A-1 Senior Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibankfor the deposit of Indemnification Payments, N.A. f/b/o Planet Fitness Master Issuer LLCSenior Notes Scheduled Principal Payments, Senior Notes Principal Payment Account” for the deposit of the amounts allocable Deficiency Amounts or any other principal payments with respect to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Payments Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable Indemnification Payments, Subordinated Notes Scheduled Principal Payments or any other principal payments with respect to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Payments Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Senior Notes Monthly Post-ARD Contingent Uninsured Interest and Class A-1 Senior Notes Monthly Uninsured Interest (together with any successor account, the “Subordinated Senior Notes Principal Payment Uninsured Interest Account”);; and (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Monthly Post-ARD Contingent Uninsured Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Uninsured Interest Account”); (ix) ; provided that if any Collection Account Administration Account is at any time no longer an account entitled “CitibankEligible Account, N.A. f/b/o Planet Fitness the Master Issuer LLCand SRI Real Estate Holdco shall, Senior Subordinated Notes Postwithin five (5) Business Days of obtaining knowledge that such Collection Account Administration Account is no longer an Eligible Account, notify the Control Party and establish a new Collection Account Administration Account that is an Eligible Account to replace such non-ARD Contingent Interest qualifying Collection Account Administration Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account. If such new Collection Account Administration Account is established, the “Senior Subordinated Notes PostMaster Issuer and SRI Real Estate Holdco shall transfer all cash and investments from the non-ARD Contingent Interest qualifying Collection Account Administration Account into the new Collection Account Administration Account”);.

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in As of the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated NotesClosing Date, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of have been assigned to the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Notes Quarterly Commitment Fee Fees Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Additional Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”); (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Additional Interest (the “Subordinated Notes Post-ARD Additional Interest Account”); and (xi) an account for the deposit of Securitization Operating Expenses (the “Securitization Operating Expense Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, shall be established by the Trustee in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):), either as of the Closing Date or, in the case of any Collection Account Administrative Accounts with respect to the Senior Subordinated Notes or the Subordinated Notes, after the Closing Date in connection with the initial issuance of any such Notes: (i) an account no. [reserved] entitled for the deposit of the Class A-1 Notes Quarterly Commitment Fees Amounts (bearing account number 00000000) (the “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Class A-1 Notes Interest Payment Commitment Fees Account” ”); (ii) an account for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, bearing account number 00000000) (the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount Amount, if any (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Subordinated Notes Quarterly Commitment Fee Amount Interest Amount, if any (together with any successor account, the “Class A-1 Subordinated Notes Commitment Fees Interest Payment Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, bearing account number 00000000) (the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Notes, if any (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes Notes, if any (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, bearing account number 00000000) (the “Senior Notes Post-ARD Contingent Additional Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount Additional Interest, if any (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”); (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Contingent Additional Interest, if any (the “Subordinated Notes Post-ARD Contingent Additional Interest Account”); and (xi) an account for the deposit of Securitization Operating Expenses (bearing account number 00000000) (the “Securitization Operating Expense Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in hereby instructs the case of any account relating Trustee to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative eight accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):), each of which accounts the Trustee has established as of the Closing Date, and the Issuer hereby agrees that it shall maintain such accounts with the Trustee for the benefit of the Secured Parties: (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Notes Interest Payment Account” , for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”)Amount; (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Interest Payment Account” Account for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”)Amount; (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Subordinated Notes Interest Payment Account” Account for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”)Amount; (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Commitment Fee Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”)Notes; (viv) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Notes; (together with any successor account, vi) the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” Account for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”)Notes; (viiivii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Notes Post-ARD Contingent Additional Interest Account” Account for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”)amount; (ixviii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, the Senior Subordinated Notes Post-ARD Contingent Additional Interest Account” Account for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Additional Interest Amount Amount; (together with any successor account, ix) the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”)Account for the deposit of the Subordinated Notes Quarterly Post-ARD Additional Interest Amount; (x) the Securitization Operating Expense Account for the deposit of Securitization Operating Expenses; and (xi) the Tax Lien Reserve Account for the deposit of any Tax Lien Reserve Amounts.

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, shall be established by the Trustee in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):), either as of the Original Closing Date or, in the case of any Collection Account Administrative Accounts with respect to the Senior Subordinated Notes or the Subordinated Notes, after the Original Closing Date in connection with the initial issuance of any such Notes: (i) an account no. [reserved] entitled for the deposit of the Class A-1 Notes Quarterly Commitment Fees Amounts (bearing account number 10000000) (the “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Class A-1 Notes Interest Payment Commitment Fees Account” ”); (ii) an account for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, bearing account number 10000000) (the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount Amount, if any (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Subordinated Notes Quarterly Commitment Fee Amount Interest Amount, if any (together with any successor account, the “Class A-1 Subordinated Notes Commitment Fees Interest Payment Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, bearing account number 10000000) (the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Notes, if any (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes Notes, if any (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, bearing account number 10000000) (the “Senior Notes Post-ARD Contingent Additional Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount Additional Interest, if any (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”); (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Contingent Additional Interest, if any (the “Subordinated Notes Post-ARD Contingent Additional Interest Account”); and (xi) an account for the deposit of Securitization Operating Expenses (bearing account number 10000000) (the “Securitization Operating Expense Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in shall establish and maintain with the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, Trustee the following administrative sub-accounts associated with of the Collection Account, each of which shall be an Eligible Account, each in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties entitled to payment from such sub-account (collectively, the “Collection Account Administrative Accounts”):); provided that the Trustee shall not be required to establish separate physical accounts for each Collection Account Administrative Account so long as the Trustee is able to monitor the amounts in each Collection Account Administrative Account while holding such amounts in the Collection Account: (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the interest on the Senior Notes, any Note Make Whole Premium, any Class A-2 Breakage Amounts, and any Class A-3 Breakage Amounts applicable to the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Note Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Class A-2 Senior Subordinated Notes Quarterly Interest Note Commitment Fee Amount (together with any successor account, the “Senior Subordinated Class A-2 Notes Interest Payment Commitment Fees Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Class A-3 Senior Note Commitment Fee Amount (together with any successor account, the “Subordinated Class A-3 Notes Interest Payment Commitment Fees Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Commitment Fee Amount Required Amortization Amounts, if any, any Indemnification Amounts, Asset Disposition Prepayment Amounts, Insurance Proceeds Amounts, Excess CAPEX Amounts or any other principal payments with respect to the Senior Notes (together with any successor account, the “Class A-1 Notes Commitment Fees Senior Note Principal Payments Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable interest on the Subordinated Notes and any Note Make Whole Premium applicable to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Notes Principal Payment Subordinated Note Interest Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable any Indemnification Amounts, Asset Disposition Prepayment Amounts, Insurance Proceeds Amounts, Excess CAPEX Amounts or any other principal payments with respect to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Note Principal Payment Payments Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes Senior Note Contingent Additional Interest Amount (together with any successor account, the “Subordinated Notes Principal Payment Senior Note Contingent Additional Interest Account”);; and (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Subordinated Note Contingent Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Subordinated Note Contingent Additional Interest Account”); (ix) ; provided that if any Collection Account Administrative Account is at any time no longer an account entitled “CitibankEligible Account, N.A. f/b/o Planet Fitness the Master Issuer LLCshall, Senior Subordinated Notes Postwithin ten (10) Business Days of obtaining knowledge that such Collection Account Administrative Account is no longer an Eligible Account, notify the Trustee and establish a new Collection Account Administrative Account that is an Eligible Account to replace such non-ARD Contingent Interest qualifying Collection Account Administrative Account” for . If a new Collection Account Administrative Account is established the deposit of Master Issuer shall instruct the Senior Subordinated Notes Quarterly PostTrustee in writing to transfer all cash and investments from the non-ARD Contingent Interest Amount (together with any successor account, qualifying Collection Account Administrative Account into the “Senior Subordinated Notes Post-ARD Contingent Interest new Collection Account Administrative Account”);.

Establishment of Collection Account Administrative Accounts. The Master Issuer has establishedOn the Closing Date, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following ten administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of shall be assigned to the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Senior Notes Accrued Quarterly Commitment Fee Amount Fees (together with any successor account, the “Class A-1 Senior Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable any Indemnification Payments, any Real Estate Disposition Proceeds, any Senior Notes Scheduled Principal Payments or any other principal payments with respect to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Payments Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable any Indemnification Payments, any Real Estate Disposition Proceeds, any Senior Subordinated Notes Scheduled Principal Payments or any other principal payments with respect to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Payments Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable any Indemnification Payments, any Real Estate Disposition Proceeds, any Subordinated Notes Scheduled Principal Payments or any other principal payments with respect to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Payments Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Interest Account”);; and (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Contingent Interest (the “Subordinated Notes Post-ARD Contingent Interest Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has establishedOn the Closing Date, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following ten administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of shall be assigned to the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Monthly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Monthly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Monthly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Senior Notes Monthly Commitment Fee Amount Fees (together with any successor account, the “Class A-1 Senior Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable Indemnification Payments, Senior Notes Scheduled Principal Payments, Senior Notes Scheduled Principal Payments Deficiency Amounts or any other principal payments with respect to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Payments Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLCfor the deposit of Indemnification Payments, Senior Subordinated Notes Scheduled Principal Payment Account” for the deposit of the amounts allocable Payments, Senior Subordinated Notes Scheduled Principal Payments Deficiency Amounts or any other principal payments with respect to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Payments Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable Indemnification Payments, Subordinated Notes Scheduled Principal Payments, Subordinated Notes Scheduled Principal Payments Deficiency Amounts or any other principal payments with respect to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Payments Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, for the deposit of Senior Notes Monthly Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, for the deposit of Senior Subordinated Notes Monthly Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Interest Account”);; and (x) an account for the deposit of the Subordinated Notes Monthly Post-ARD Contingent Interest Amount (the “Subordinated Notes Post-ARD Contingent Interest Account”); provided that if any Collection Account Administrative Account is at any time no longer an Eligible Account, the Master Issuer and SRI Real Estate Holdco shall, within five (5) Business Days of obtaining knowledge that such Collection Account Administrative Account is no longer an Eligible Account, notify the Trustee, the Servicer, the Manager and the Back-Up Manager and establish a new Collection Account Administrative Account that is an Eligible Account to replace such non-qualifying Collection Account Administrative Account. If such new Collection Account Administrative Account is established, the Master Issuer and SRI Real Estate Holdco shall transfer all cash and investments from the non-qualifying Collection Account Administrative Account into the new Collection Account Administrative Account.

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, shall be established and maintained by the Trustee in the name of the Trustee for the benefit of the Secured Parties, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”):), either as of the Closing Date or, in the case of any Collection Account Administrative Accounts with respect to the Senior Subordinated Notes or the Subordinated Notes, after the Closing Date in connection with the initial issuance of any such Notes: (i) an account no. [reserved] entitled for the deposit of the Class A-1 Notes Quarterly Commitment Fees Amounts (the “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Class A-1 Notes Interest Payment Commitment Fees Account” ”); (ii) an account for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount Amount, if any (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Subordinated Notes Quarterly Commitment Fee Amount Interest Amount, if any (together with any successor account, the “Class A-1 Subordinated Notes Commitment Fees Interest Payment Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes Notes, if any (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes Notes, if any (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Additional Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount Additional Interest, if any (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account”); (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Contingent Additional Interest, if any (the “Subordinated Notes Post-ARD Contingent Additional Interest Account”); and (xi) an account for the deposit of Securitization Operating Expenses (the “Securitization Operating Expense Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has establishedAs of the Closing Date, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following eleven administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of have been assigned to the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Notes Quarterly Commitment Fee Fees Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Additional Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Additional Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Additional Interest Account “); (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Additional Interest (the “Subordinated Notes Post-ARD Additional Interest Account”);; and (xi) an account for the deposit of Securitization Operating Expenses (the “Securitization Operating Expense Account”).

Establishment of Collection Account Administrative Accounts. The Master Issuer has established, or, in or the case Servicer on behalf of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will the Master Issuer shall establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following and maintain ten administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectivelyeach, the a “Collection Account Administrative AccountsAccount”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Monthly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount Insurer Premiums (together with any successor account, the “Senior Subordinated Notes Interest Payment Insurer Premiums Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Series 2007-1 Class A-1 Commitment Fees Amount (together with any successor account, the “Subordinated Notes Interest Payment Class A-1 Commitment Fees Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Quarterly Commitment Fee Amount (together with any successor account, the “Class A-1 Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Account”); (viv) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to Subordinated Notes Monthly Interest Amount (the payment of principal of “Subordinated Notes Interest Payment Account” and together with the Senior Subordinated Notes (together with any successor accountInterest Payment Account, the “Senior Subordinated Notes Principal Interest Payment AccountAccounts”); (viivi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Account” and, together with the Senior Notes Principal Payment Account, the “Principal Payment Accounts”); (vii) an account for the deposit of Senior Notes Monthly Contingent Additional Interest Amount (the “Senior Notes Monthly Contingent Additional Interest Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Monthly Contingent Additional Interest Amount (the “Subordinated Notes Monthly Contingent Additional Interest Account” and, together with any successor accountthe Senior Notes Monthly Contingent Additional Interest Account, the “Senior Notes Post-ARD Contingent Additional Interest AccountAccounts”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Monthly Excess Adjusted Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Excess Adjusted Interest Account”);; and (x) an account for the deposit of the Class A-1 Excess Interest Amount (the “Class A-1 Excess Interest Account”); provided that if any Collection Account Administrative Account is at any time no longer an Eligible Account, the Master Issuer shall, within five (5) Business Days of obtaining knowledge that such Collection Account Administrative Account is no longer an Eligible Account, notify the applicable Series Controlling Parties and establish a new Collection Account Administrative Account that is an Eligible Account to replace such non-qualifying Collection Account Administrative Account. If a new Collection Account Administrative Account is established the Master Issuer shall instruct the Indenture Trustee in writing to transfer all cash and investments from the non-qualifying Collection Account Administrative Account into the new Collection Account Administrative Account.

Establishment of Collection Account Administrative Accounts. The Master Issuer has establishedOn the Closing Date, or, in the case of any account relating to any Series of Senior Subordinated Notes or Subordinated Notes, if such account has not already been established, will establish on or prior to the issuance of such Series of Senior Subordinated Notes or Subordinated Notes, the following ten administrative accounts associated with the Collection Account, each of which shall be an Eligible Account, in the name of shall be assigned to the Trustee for the benefit of the Secured Parties, Parties bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Secured Parties (collectively, the “Collection Account Administrative Accounts”): (i) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Interest Payment Account” for the deposit of the Senior Notes Quarterly Interest Amount (together with any successor account, the “Senior Notes Interest Payment Account”); (ii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Interest Payment Account” for the deposit of the Senior Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Senior Subordinated Notes Interest Payment Account”); (iii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Interest Payment Account” for the deposit of the Subordinated Notes Quarterly Interest Amount (together with any successor account, the “Subordinated Notes Interest Payment Account”); (iv) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Class A-1 Notes Commitment Fees Account” for the deposit of the Class A-1 Senior Notes Accrued Quarterly Commitment Fee Amount Fees (together with any successor account, the “Class A-1 Senior Notes Commitment Fees Account”); (v) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Principal Payment Account” for the deposit of the amounts allocable any Indemnification Payments, any Release Prices, any Senior Notes Scheduled Principal Payments or any other principal payments with respect to the payment of principal of the Senior Notes (together with any successor account, the “Senior Notes Principal Payment Payments Account”); (vi) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable any Indemnification Payments, any Release Prices, any Senior Subordinated Notes Scheduled Principal Payments or any other principal payments with respect to the payment of principal of the Senior Subordinated Notes (together with any successor account, the “Senior Subordinated Notes Principal Payment Payments Account”); (vii) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Subordinated Notes Principal Payment Account” for the deposit of the amounts allocable any Indemnification Payments, any Release Prices, any Subordinated Notes Scheduled Principal Payments or any other principal payments with respect to the payment of principal of the Subordinated Notes (together with any successor account, the “Subordinated Notes Principal Payment Payments Account”); (viii) an account no. [reserved] entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account, the “Senior Notes Post-ARD Contingent Interest Account”); (ix) an account entitled “Citibank, N.A. f/b/o Planet Fitness Master Issuer LLC, Senior Subordinated Notes Post-ARD Contingent Interest Account” for the deposit of the Senior Subordinated Notes Quarterly Post-ARD Contingent Interest Amount (together with any successor account, the “Senior Subordinated Notes Post-ARD Contingent Interest Account”);; and (x) an account for the deposit of Subordinated Notes Quarterly Post-ARD Contingent Interest (the “Subordinated Notes Post-ARD Contingent Interest Account”).