Establishment of the Management Accounts. Each of the Concentration Accounts is owned by a Securitization Entity. The Franchisor Capital Account is owned by the Franchise Holder. The Contributed Restaurant Accounts are owned by Wendy’s Properties. The Asset Disposition Proceeds Account is owned by the Master Issuer. The Insurance Proceeds Account is owned by the Master Issuer. Such accounts, as of the Initial Closing Date and at all times thereafter, shall be (A) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 or the Guarantee and Collateral Agreement and (B) if not established with the Trustee or otherwise controlled by the Trustee under the New York UCC, subject to an Account Control Agreement; provided that on and after the 2022 Springing Amendments Implementation Date the foregoing shall not apply to any Franchisor Capital Account, excluding a Franchisor Capital Account serving as an Interest Reserve Account. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Master Issuer or any other Securitization Entity (other than the Holding Company Guarantor) may establish additional accounts for the purpose of depositing Collections or Residual Amounts or funds necessary to meet large-franchisor exemptions or similar exemptions under applicable franchise laws therein (each such account and any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.1(b), an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account, (B) pledged by the Master Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 or the Guarantee and Collateral Agreement and (C) if not established with the Trustee or otherwise controlled by the Trustee under the New York UCC, subject to an Account Control Agreement; provided, further, that on and after the 2022 Springing Amendments Implementation Date, clauses (B) and (C) above shall not apply to any Franchisor Capital Account, excluding a Franchisor Capital Account serving as an Interest Reserve Account. Each Additional Management Account that is to be a Franchisor Capital Account or a Contributed Restaurant Account shall be designated as such by the Manager. Notwithstanding anything to the contrary in this paragraph (a), in the case of any Management Account established after the Initial Closing Date, the applicable Securitizat...
Establishment of the Management Accounts. As of the Series 2020-1 Closing Date, the U.S. Manager and Canadian Manager, respectively, have caused (i) the Issuer and the Canadian Co-Issuer to establish in the name of and for the benefit of, respectively, the Issuer and the Canadian Co-Issuer, (A) for the Issuer, the U.S. Concentration Account and the related Lock-Box Accounts for the U.S. Securitization Entities and for the Canadian Co-Issuer, the Canadian Concentration Account and the related Lock-Box Accounts of the Canadian Co-Issuer, (B) the Asset Disposition Proceeds Accounts of the respective Co-Issuers, (C) the Insurance Proceeds Accounts of the respective Co-Issuers, and (D) for the Issuer, the Take 5 Securitization Lockbox; (ii) each other Canadian SPV Franchising Entity LP to establish in the name of and for the benefit of itself, the related Lock-Box Account for an applicable Driven Securitization Brand with operations in Canada; (iii) each Securitization Entity that owns Securitization-Owned Locations to establish in the name of and for its benefit one or more Securitization-Owned Location Concentration Accounts for an applicable Driven Securitization Brand; (iv) Driven Product Sourcing LLC to establish in the name of and for the benefit of Driven Product Sourcing LLC the Spire Supply Securitization Account; (v) Driven Product Sourcing LLC to establish in the name of Take 5 Properties and for the benefit of Driven Product Sourcing LLC the Oil Fleet Lockbox; (vi) Driven Canada Product Sourcing to establish in the name of and for its benefit one or more Product Sourcing Concentration Accounts and the Canadian Product Sourcing Lease Expense Account and (vii) Driven Canada Claims Management to establish in the name of and for its benefit one or more Claims Management Concentration Accounts and the Canadian Claims Management Lease Expense Account. Such accounts and lock-boxes, as of the Series 2018-1 Closing Date (or as of such later date of establishment of such account) and at all times thereafter, shall be (A) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 or the Guarantee and Collateral Agreements and (B) if not established with the Trustee, subject to an Account Control Agreement; provided that only the Qualified Institution holding a Lock-Box Account shall have access to the items deposited therein. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Issuer, the Canadian Co-Issuer, and any other Securitizat...
Establishment of the Management Accounts. The Concentration Account is owned by the Issuer and, as of the date hereof, has been established as an Eligible Account that has not been established with the Trustee. Such account, as of the Closing Date and at all times thereafter, shall be (A) pledged to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and (B) subject to an Account Control Agreement. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Issuer may establish additional accounts for the purpose of depositing Collections (each such account and any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.1(b), an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account that has not been established with the Trustee, and (B) any such account owned by the Issuer is (x) pledged by the Issuer to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and (y) subject to an Account Control Agreement. Notwithstanding anything to the contrary in this paragraph (a), in the case of any Management Account which is owned by the Issuer and established after the Closing Date, the Issuer shall be permitted a period of five (5) Business Days after the establishment of such deposit account to cause such deposit account to be subject to an Account Control Agreement. The Issuer shall inform Trustee in writing of the details of the Concentration Account or any Additional Management Account, including the name of the financial institution at which such account is established and the account number.
Establishment of the Management Accounts. Each of the Concentration Accounts is owned by a Securitization Entity. The Franchisor Capital Accounts are owned by the Franchisor. The Distributor Operating Accounts are owned by the Distributor. The Insurance Proceeds Account is owned by the Master Issuer. The Asset Disposition Proceeds Account is owned by the Master Issuer. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Master Issuer or any other Securitization Entity (other than the Holding Company Guarantor) may establish additional accounts (each of which shall be an Eligible Account) for the purpose of depositing Collections or funds necessary to meet large- franchisor exemptions or similar exemptions under applicable franchise laws therein (each such account and any investment accounts related thereto into which funds are transferred for investment purposes pursuant to Section 5.2(b), an “Additional Management Account”). Each Additional Management Account that is to be a Franchisor Capital Account or a Distributor Operating Account shall be designated as such by the Manager. Notwithstanding anything to the contrary in Section 5.1, in the case of any Management Account established after the Closing Date, the applicable Securitization Entity shall be permitted a period of fifteen (15) Business Days after the establishment of such deposit account to cause such deposit account to be subject to an Account Control Agreement; provided that if the aggregate balance of any group of Additional Management Accounts does not exceed $250,000 at any time, each such Additional Management Account in such group of Additional Management Account shall not be required to be subject to an Account Control Agreement.
Establishment of the Management Accounts. The Manager has established and pledged or, in the case of such other accounts as may be established by the Manager from time to time pursuant to the Management Agreement that the Manager designates as a “Management Account” for purposes of the Management Agreement, if such account has not already been established, will establish with and pledge to the Trustee the following management accounts pursuant to the Management Agreement, each of which shall be an Eligible Account and subject to an Account Control Agreement (collectively, the “Management Accounts”):
