Common use of Establishment of the Management Accounts Clause in Contracts

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 Section 3.1 of the Guarantee and Collateral Agreement, as applicable, 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 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 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 Section 3.1 of the Guarantee and Collateral Agreement, as applicable, 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 Concentration Franchisor Capital Account is owned by the Issuer and, as of Franchise Holder. The Contributed Restaurant Accounts are owned by Wendy’s Properties. The Asset Disposition Proceeds Account is owned by the date hereof, has been established as an Eligible Master Issuer. The Insurance Proceeds Account that has not been established with is owned by the TrusteeMaster Issuer. Such accountaccounts, 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 of or the Guarantee and Collateral Agreement, as applicable, 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. 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 that has not been established with the TrusteeAccount, 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 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee or otherwise controlled by the Trustee under the New York UCC, subject to an Account Control Agreement. 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 Closing Date, the Issuer 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. 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 Concentration 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 Issuer and, as of Master Issuer. The Asset Disposition Proceeds Account is owned by 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 Section 3.1 of the Guarantee and Collateral Agreement, as applicable, and (B) subject to an Account Control AgreementMaster 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 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 . Each Additional Management Account that is (A) to be a Franchisor Capital Account, a Lease Obligations Account, a Securitized Corporate-Owned Store Account or an Eligible Equipment Distributor Operating Account that has not been established with the Trustee, and (B) any shall be designated as 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 Section 3.1 of the Guarantee and Collateral Agreement, as applicable, and (y) subject to an Account Control AgreementManager. 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 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. The Issuer shall inform Trustee in writing ; provided that if the aggregate balance of the details any group of the Concentration Account or any Additional Management AccountAccounts does not exceed $250,000 at any time, including the name each such Additional Management Account in such group of the financial institution at which such account is established and the account numberAdditional Management Account shall not be required 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 Concentration Franchisor Capital Account is owned by the Issuer and, as of Franchise Holder. The Contributed Restaurant Accounts are owned by Wendy’s Properties. The Asset Disposition Proceeds Account is owned by the date hereof, has been established as an Eligible Master Issuer. The Insurance Proceeds Account that has not been established with is owned by the TrusteeMaster Issuer. Such accountaccounts, 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 of or the Guarantee and Collateral Agreement, as applicable, 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. 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 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 that has not been established with the TrusteeAccount, 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 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee or otherwise controlled by the Trustee under the New York UCC, subject to an Account Control Agreement. 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 Closing Date, the Issuer 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. 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. The Applebee’s Concentration Account is owned by the Issuer and, as of Applebee’s Issuer. The IHOP Concentration Account is owned by the date hereof, has been established as an Eligible IHOP Issuer. The IHOP Product Sourcing Account that has not been established with is owned by the TrusteeIHOP Franchise Holder. The IHOP Franchisor Capital Account is owned by the IHOP Franchisor. The Applebee’s Franchisor Capital Account is owned by the Applebee’s Franchisor. The Asset Disposition Proceeds Account is owned by the IHOP Issuer. The Insurance Proceeds Account is owned by the IHOP Issuer. Such accountaccounts, 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 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (B) if not established with the Trustee, subject to an Account Control Agreement. Each Management Account shall be an Eligible Account and, in addition, from time to time, any Co-Issuer or any other Securitization Entity (other than the Issuer Holdco Guarantors) may establish additional accounts for the purpose of depositing Collections 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 that has not been established with the TrusteeAccount, and (B) any such account owned by the Issuer is (x) pledged by the such Co-Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee, subject to an Account Control Agreement. Each Additional Management Account that is to be a Franchisor Capital Account, a Product Sourcing Account or a 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 which is owned by the Issuer and established after the Closing Date, the Issuer 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. 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. The Concentration Account is owned by As of the Closing Date, the Issuer andhas established in the name of and for the benefit of Wingstop Franchisor the Concentration Account. Following the Closing Date, as if the Issuer is required to deposit Asset Disposition Proceeds to the Asset Disposition Proceeds Account pursuant to Section 5.10(c), the Issuer shall establish and maintain the Asset Disposition Proceeds Account in the name and for the benefit of the date hereof, has been established as an Eligible Account that has not been established with the TrusteeIssuer. Such accountaccounts, 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 Section 3.1 of this Base Indenture and or Section 3.1 of the Guarantee and Collateral Agreement, as applicable, and (B) in the case of each other Management Account, if not established with the Trustee, subject to an Account Control Agreement. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Issuer or any other Securitization Entity may establish additional accounts 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 5.1(b), an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account that has not been established with the TrusteeAccount, and (B) any such account owned by the Issuer is (x) pledged by the Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee, 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. The 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 Account is owned by and the Issuer andrelated Lock-Box Accounts, (B) the Asset Disposition Proceeds Account, (C) the Insurance Proceeds Account and (D) the Take 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 accounts and lock-boxes, 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 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 this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement 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 or any other Securitization Entity may establish additional accounts 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 5.1(b), an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account that has not been established with the TrusteeAccount, and (B) any such account owned by the Issuer is (x) pledged by the Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee, 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. 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 As of the Closing Date Date, Wingstop Franchisor has established in the name of and at all times thereafterfor the benefit of Wingstop Franchisor the Concentration Account and the International Franchisee Payment Account. Following the Closing Date, if the Issuer is required to deposit Asset Disposition Proceeds to the Asset Disposition Proceeds Account pursuant to Section 5.10(c), the Issuer shall establish and maintain the Asset Disposition Proceeds Account in the name of and for the benefit of the Issuer. Following the Closing Date, if the Issuer is required to deposit Insurance/Condemnation Proceeds to the Insurance Proceeds Account pursuant to Section 5.10(d), the Issuer shall establish and maintain the Insurance Proceeds Account in the name of and for the benefit of the Issuer. Each Management Account shall be (A) pledged to the Trustee for the benefit of the Secured Parties pursuant to Section 3.1 of this Base Indenture and or Section 3.1 of the Guarantee and Collateral Agreement, as applicable, and (B) if not established with the Trustee, subject to an Account Control Agreement. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Issuer or any other Securitization Entity may establish additional accounts 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 5.1(b), an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account that has not been established with the TrusteeAccount, and (B) any such account owned by the Issuer is (x) pledged by the Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee, 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. The Applebee’s Concentration Account is owned by the Issuer andApplebee’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 IHOP Franchisor. The Applebee’s Franchisor Capital Account is owned by the Applebee’s Franchisor. The Asset Disposition Proceeds Account is owned by the IHOP Issuer. The Insurance Proceeds Account is owned by the IHOP Issuer. Such accounts, 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 Amendment 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 of the Guarantee and Collateral Agreement, as applicable, applicable and (B) if not established with the Trustee, subject to an Account Control Agreement. Each Management Account shall be an Eligible Account and, in addition, from time to time, any Co-Issuer or any other Securitization Entity (other than the Issuer Holding Company Guarantors) may establish additional accounts for the purpose of depositing Collections Collections, Residual 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 that has not been established with the TrusteeAccount, and (B) any such account owned by the Issuer is (x) pledged by the such Co-Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee, 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 Amendment Date, the Issuer 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. 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 Concentration Franchisor Capital Account is owned by the Issuer andFranchise 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 date hereof, has been established as an Eligible Account that has not been established with the Trustee. Such 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 this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, 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 that has not been established with the TrusteeAccount, 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 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) 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 Issuer 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. 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. 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 Section 3.1 of the Guarantee and Collateral Agreement, as applicable, 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 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 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 Section 3.1 of the Guarantee and Collateral Agreement, as applicable, 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 Concentration 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 Issuer and, as of Master Issuer. The Asset Disposition Proceeds Account is owned by 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 Section 3.1 of the Guarantee and Collateral Agreement, as applicable, and (B) subject to an Account Control AgreementMaster 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 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 . Each Additional Management Account that is (A) to be a Franchisor Capital Account, a Lease Obligations Account, a Securitized Corporate-Owned Store Account or an Eligible Equipment Distributor Operating Account that has not been established with the Trustee, and (B) any shall be designated as 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 Section 3.1 of the Guarantee and Collateral Agreement, as applicable, and (y) subject to an Account Control AgreementManager. 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 Issuer 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. The Issuer shall inform Trustee in writing ; provided that if the aggregate balance of the details any group of the Concentration Account or any Additional Management AccountAccounts does not exceed $250,000 at any time, including the name each such Additional Management Account in such group of the financial institution at which such account is established and the account numberAdditional Management Account shall not be required to be subject to an Account Control Agreement.

Establishment of the Management Accounts. The Concentration Account is owned by the Issuer and, as 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 required to deposit Asset Disposition Proceeds to the Asset Disposition Proceeds Account following the Closing Date pursuant to Section 5.10(c), the Master Issuer shall establish in the name and for the benefit of the Co-Issuers the Asset Disposition Proceeds Account on or prior to the date hereof, has been established as an Eligible on which Asset Disposition Proceeds are required to be deposited to the Asset Disposition Proceeds Account that has not been established with the Trusteepursuant to Section 5.10(c). Such accountAccounts, 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 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (B) in the case of each other Management Account, if not established with the Trustee, subject to an Account Control Agreement. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Master Issuer or any other Securitization Entity may establish additional accounts 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 5.1(b), an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account that has not been established with the TrusteeAccount, and (B) any such account owned by the Issuer is (x) 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 this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee, 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. The As of the Closing Date, the Issuer has established in the name of and for the benefit of the Issuer (i) the Concentration Account is owned by and the Issuer andrelated Management Account(s) established for the purpose of collecting Franchisee Payment Amounts and amounts from Franchisees that constitute Excluded Amounts, as of (ii) the date hereofAsset Disposition Proceeds Account, has been established as an Eligible (iii) the Insurance Proceeds Account that has not been established with and (iv) the TrusteeFranchise Capital Account. Such accountaccounts (other than the Franchise Capital Account (except to the extent any Interest Reserve Account(s) serve as a Franchise Capital 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 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (B) if not established with the Trustee, subject to an Account Control Agreement. Each Management Account shall be an Eligible Account and, in addition, from time to time, the Issuer or any other Securitization Entity may establish additional accounts 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 5.1(b), an “Additional Management Account”); provided that each such Additional Management Account is (A) an Eligible Account that has not been established with the TrusteeAccount, and (B) any such account owned by (other than the Issuer is (xFranchise Capital Account) pledged by the Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) (other than the Franchise Capital Account) if not established with the Trustee, 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 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. 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. The Each of the U.S. Concentration Account and the International Concentration Account is owned by the Issuer and, as of Master Issuer. The U.K. Concentration Account is owned by the date hereof, has been established as an Eligible U.K. Franchisor. The Real Estate Obligations Account that has not been established with is owned by the TrusteeMaster Issuer. The DD Franchisor Capital Account is owned by the DD Franchisor. The BR Franchisor Capital Account is owned by the 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 accountaccounts, 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 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (B) if not established with the Trustee, subject to an Account Control Agreement. 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 Master Issuer Parent) may establish additional accounts for the purpose of depositing Collections 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 that has not been established with the TrusteeAccount, 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 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee, subject to an Account Control Agreement. Each Additional Management Account that is to be a Franchisor Capital Account or a 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 which is owned by the Issuer and established after the Closing Date, the Issuer 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. The Issuer shall inform Trustee in writing ; provided that if (i) the average balance of the details 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 Concentration Account or United States (any such Additional Management Account, including 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 name applicable laws of such country (as evidenced by a written notice from an Authorized Officer of the financial institution at which such account is established applicable Securitization Entity to the Control Party and the account numberTrustee setting forth the rationale for such conclusion).

Establishment of the Management Accounts. The Applebee’s Concentration Account is owned by the Issuer and, as of Applebee’s Issuer. The IHOP Concentration Account is owned by the date hereof, has been established as an Eligible IHOP Issuer. The IHOP Product Sourcing Account that has not been established with is owned by the TrusteeIHOP Franchise Holder. The IHOP Franchisor Capital Account is owned by the IHOP Franchisor. The Applebee’s Franchisor Capital Account is owned by the Applebee’s Franchisor. The Asset Disposition Proceeds Account is owned by the IHOP Issuer. The Insurance Proceeds Account is owned by the IHOP Issuer. Such accountaccounts, 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 of the Guarantee and Collateral Agreement, as applicable, applicable and (B) if not established with the Trustee, subject to an Account Control Agreement. Each Management Account shall be an Eligible Account and, in addition, from time to time, any Co-Issuer or any other Securitization Entity (other than the Issuer Holding Company Guarantors) may establish additional accounts for the purpose of depositing Collections 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 that has not been established with the TrusteeAccount, and (B) any such account owned by the Issuer is (x) pledged by the such Co-Issuer or such other Securitization Entity to the Trustee for the benefit of the Secured Parties pursuant to this Indenture and Section 3.1 of or the Guarantee and Collateral Agreement, as applicable, Agreement and (yC) if not established with the Trustee, 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 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. 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.