Common use of Establishment of the Management Accounts Clause in Contracts

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 Securitization Entity 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.

Establishment of the Management Accounts. Each of the U.S. Concentration Accounts Account and the International Concentration Account is owned by a Securitization Entitythe Master Issuer. The U.K. Concentration Account is owned by the U.K. Franchisor. The Real Estate Obligations Account is owned by the Master Issuer. The DD Franchisor Capital Account is owned by the Franchise HolderDD Franchisor. The Contributed Restaurant Accounts are BR Franchisor Capital Account is owned by Wendy’s Propertiesthe BR Franchisor. The DD/BR Franchise Holdco Capital Account is owned by the DD/BR Franchise Holdco. 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 UCCTrustee, 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 GuarantorMaster Issuer Parent) may establish additional accounts for the purpose of depositing Collections or Residual Amounts Collections, Franchisee Lease Payments 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 UCCTrustee, 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 Real Estate Holder 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 Securitization Entity shall be permitted a period of five fifteen (515) 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 (i) the average balance of the applicable Additional Management Account in any fiscal year is less than $10,000,000 and the actual balance of such Additional Management Account does not exceed $25,000,000 at any time or (ii) the Control Party consents, an Additional Management Account located in a country outside of the United States (any such Additional Management Account, an “Exempted Additional Management Account”) shall not be required to be subject to an Account Control Agreement if such agreement would not be enforceable under the applicable laws of such country (as evidenced by a written notice from an Authorized Officer of the applicable Securitization Entity to the Control Party and the Trustee setting forth the rationale for such conclusion).

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 Securitized Corporate-Owned Store Accounts are owned by Planet Fitness Assetco. The Equipment Distributor Operating Accounts are owned by the Equipment Distributor. The Lease Obligations Accounts are owned by Planet Fitness Assetco. The Insurance Proceeds Account is owned by the Franchise Holder. The Contributed Restaurant Accounts are owned by Wendy’s PropertiesMaster Issuer. 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 (each of which shall be an Eligible Account) for the purpose of depositing Collections or Residual Amounts Collections, Franchisee Lease Payments 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(b5.2(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, a Lease Obligations Account, a Securitized Corporate-Owned Store Account or a Contributed Restaurant an Equipment Distributor Operating 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 Securitization Entity shall be permitted a period of five fifteen (515) 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. Each of the The Applebee’s Concentration Accounts Account is owned by a Securitization Entitythe Applebee’s Issuer. The IHOP Concentration Account is owned by the IHOP Issuer. The IHOP Product Sourcing Account is owned by the IHOP Franchise Holder. The IHOP Franchisor Capital Account is owned by the Franchise HolderIHOP Franchisor. The Contributed Restaurant Accounts are Applebee’s Franchisor Capital Account is owned by Wendythe Applebee’s PropertiesFranchisor. The Asset Disposition Proceeds Account is owned by the Master IHOP Issuer. The Insurance Proceeds Account is owned by the Master IHOP 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 of the Guarantee and Collateral Agreement Agreement, as applicable and (B) if not established with the Trustee or otherwise controlled by the Trustee under the New York UCCTrustee, 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 any Co-Issuer or any other Securitization Entity (other than the Holding Company GuarantorGuarantors) may establish additional accounts for the purpose of depositing Collections or Residual Amounts Collections, Product Sourcing Payments 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 such Co-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 UCCTrustee, 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 Securitization Entity 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.

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 Securitization Entity 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.

Establishment of the Management Accounts. Each As of the Closing Date, the Issuer has established in the name of and for the benefit of the Issuer (i) the Concentration Accounts is owned by a Securitization Entity. The Franchisor Capital Account is owned by and the Franchise Holder. The Contributed Restaurant Accounts are owned by Wendy’s Properties. The related Management Account(s) established for the purpose of collecting Franchisee Payment Amounts and amounts from Franchisees that constitute Excluded Amounts, (ii) the Asset Disposition Proceeds Account is owned by Account, (iii) the Master Issuer. The Insurance Proceeds Account is owned by and (iv) the Master IssuerFranchise Capital Account. Such accountsaccounts (other than the Franchise Capital Account (except to the extent any Interest Reserve Account(s) serve as a Franchise Capital Account)), 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 UCCTrustee, 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) (other than the Franchise Capital Account) 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) (other than the Franchise Capital Account) if not established with the Trustee or otherwise controlled by the Trustee under the New York UCCTrustee, 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 Securitization Entity 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.

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 Securitized Corporate-Owned Store Accounts are owned by Planet Fitness Assetco. The Equipment Distributor Operating Accounts are owned by the Equipment Distributor. The Lease Obligations Accounts are owned by Planet Fitness Assetco. The Insurance Proceeds Account is owned by the Franchise Holder. The Contributed Restaurant Accounts are owned by Wendy’s PropertiesMaster Issuer. 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 (each of which shall be an Eligible Account) for the purpose of depositing Collections or Residual Amounts Collections, Franchisee Lease Payments 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(b5.2(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, a Lease Obligations Account, a Securitized Corporate-Owned Store Account or a Contributed Restaurant an Equipment Distributor Operating 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 Securitization Entity shall be permitted a period of five fifteen (515) 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. Each of the The Applebee’s Concentration Accounts Account is owned by a Securitization Entitythe Applebee’s Issuer. The IHOP Concentration Account is owned by the IHOP Issuer. The IHOP Product Sourcing Account is owned by the IHOP Franchise Holder. The IHOP Franchisor Capital Account is owned by the Franchise HolderIHOP Franchisor. The Contributed Restaurant Accounts are Applebee’s Franchisor Capital Account is owned by Wendythe Applebee’s PropertiesFranchisor. The Asset Disposition Proceeds Account is owned by the Master IHOP Issuer. The Insurance Proceeds Account is owned by the Master IHOP 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 UCCTrustee, 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 any Co-Issuer or any other Securitization Entity (other than the Holding Company GuarantorHoldco Guarantors) may establish additional accounts for the purpose of depositing Collections or Residual Amounts Collections, Product Sourcing Payments 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 such Co-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 UCCTrustee, 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, a Product Sourcing Account or a Contributed Restaurant Product Sourcing Distribution 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 Securitization Entity 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.

Establishment of the Management Accounts. Each As of the Closing Date, the Master Issuer has established in the name of and for the benefit of the Co-Issuers the Concentration Accounts and the related Lock-Box Accounts. If any Securitization Entity is owned by a Securitization Entity. The Franchisor Capital Account is owned by required to deposit Asset Disposition Proceeds to the Franchise Holder. The Contributed Restaurant Accounts are owned by Wendy’s Properties. The Asset Disposition Proceeds Account is owned by following the Closing Date pursuant to Section 5.10(c), the Master Issuer. The Insurance Issuer shall establish in the name and for the benefit of the Co-Issuers the Asset Disposition Proceeds Account is owned by on or prior to the Master Issuerdate on which Asset Disposition Proceeds are required to be deposited to the Asset Disposition Proceeds Account pursuant to Section 5.10(c). Such accountsAccounts, 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) in the case of each other Management Account, if not established with the Trustee or otherwise controlled by the Trustee under the New York UCCTrustee, 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 on behalf of the Co-Issuers 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 UCCTrustee, 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 Securitization Entity 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.

Establishment of the Management Accounts. Each of the 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 accountsIssuer and, as of the Initial 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 Section 3.1 or of the Guarantee and Collateral Agreement Agreement, as applicable, 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 AccountAccount that has not been established with the Trustee, and (B) any such account owned by the Issuer is (x) pledged by the Master Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and Section 3.1 or of the Guarantee and Collateral Agreement Agreement, as applicable, and (Cy) 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 which is owned by the Issuer and established after the Initial Closing Date, the applicable Securitization Entity 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 The Applebee’s Concentration Accounts Account is owned by a Securitization Entitythe Applebee’s Issuer. The IHOP Concentration Account is owned by the IHOP Issuer. The IHOP Product Sourcing Account is owned by the IHOP Franchise Holder. The IHOP Franchisor Capital Account is owned by the Franchise HolderIHOP Franchisor. The Contributed Restaurant Accounts are Applebee’s Franchisor Capital Account is owned by Wendythe Applebee’s PropertiesFranchisor. The Asset Disposition Proceeds Account is owned by the Master IHOP Issuer. The Insurance Proceeds Account is owned by the Master IHOP Issuer. Such accounts, as of the Initial Closing Amendment 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 of the Guarantee and Collateral Agreement Agreement, as applicable and (B) if not established with the Trustee or otherwise controlled by the Trustee under the New York UCCTrustee, 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 any Co-Issuer or any other Securitization Entity (other than the Holding Company GuarantorGuarantors) may establish additional accounts for the purpose of depositing Collections or Collections, Residual Amounts Amounts, Product Sourcing Payments 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(b5.2(b), an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account, (B) pledged by the Master such Co-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 UCCTrustee, 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 Amendment Date, the applicable Securitization Entity 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.

Establishment of the Management Accounts. Each As of the Series 2018-1 Closing Date, (i) the Issuer has established in the name of and for the benefit of the Issuer (A) the Concentration Accounts is owned by a Securitization Entity. The Franchisor Capital Account is owned by and the Franchise Holder. The Contributed Restaurant Accounts are owned by Wendy’s Properties. The related Lock-Box Accounts, (B) the Asset Disposition Proceeds Account is owned by Account, (C) the Master Issuer. The Insurance Proceeds Account is owned by and (D) the Master IssuerTake 5 Securitization Lockbox, (ii) Take 5 Properties has established in the name of and for the benefit of Take 5 Properties each of the Take 5 Company Location Concentration Accounts; (iii) Driven Product Sourcing LLC has established in the name of and for the benefit of Driven Product Sourcing LLC the Spire Supply Securitization Account and (iv) Driven Product Sourcing LLC has established in the name of Take 5 Properties and for the benefit of Driven Product Sourcing LLC the Oil Fleet Lockbox. Such accountsaccounts and lock-boxes, as of the Initial Series 2018-1 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 UCCTrustee, subject to an Account Control Agreement; provided that on and after only the 2022 Springing Amendments Implementation Date Qualified Institution holding a Lock-Box Account shall have access to the foregoing shall not apply to any Franchisor Capital Account, excluding a Franchisor Capital Account serving as an Interest Reserve Accountitems deposited therein. 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 UCCTrustee, 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 Securitization Entity 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.

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 Securitization Entity 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.