Common use of Replacement of Ineligible Accounts Clause in Contracts

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve Accounts, the Senior Subordinated Notes Interest Reserve Accounts, the Cash Trap Reserve Accounts, the Collection Accounts or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, or cause to be transferred, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, or cause to be transferred, all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Master Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Management Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve Accounts, the Senior Subordinated Notes Interest Reserve Accounts, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Indenture Trust Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, or cause to be transferred, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, or cause to be transferred, all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve Accounts, the Senior Subordinated Notes Interest Reserve Accounts, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, or cause to be transferred, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, or cause to be transferred, all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Master Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty ninety (6090) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Management Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Concentration Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts or Account, any Collection Account Administrative Account or the DNAF Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Master Issuer or any other Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of the DNAF Account and any Management Concentration Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of the DNAF Account or a Management Concentration Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Concentration Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lockLock-box Box related to such Ineligible Account to a new lockLock-box Box related to such new Eligible Concentration Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or Concentration Account, any Collection Account Administrative Account or the DNAF Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve Accounts, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer Issuers shall (or, in the case of the Senior Notes Interest Reserve Account, the Co-Issuers shall cause the IHOP Franchisor to) (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve Accounts, the Cash Trap Reserve Accounts, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, or cause to be transferred, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, or cause to be transferred, all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer Issuers shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, or cause to be transferred, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, or cause to be transferred, all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party and the Rating Agencies thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, and (D) in the case of a Management Account, transfer, or cause to be transferred, all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Master Issuer shall (i) within five (5) Business Days of obtaining actual knowledge thereof, notify the Control Party thereof and (ii) within sixty ninety (6090) days of obtaining actual knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Management Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Master Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty ninety (6090) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Management Account, and (E) I pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Concentration Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Brand Holdings II or any other Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Concentration Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Concentration Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Concentration Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lockLock-box Box related to such Ineligible Account to a new lockLock-box Box related to such new Eligible Concentration Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Concentration Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee Licensee and any other relevant third-party payor each Joint Venture of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve Accounts, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Indenture Trust Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve Accounts, the Senior Subordinated Notes Interest Reserve Accounts, the Cash Trap Reserve Accounts, the Collection Accounts or any Collection Account Administrative Series 2019-3 Class A-1 Distribution Account shall cease to be an Eligible Account (each, an a “Series 2019-3 Ineligible Account”), the applicable CoIssuerCo-Issuer Issuers shall (i) within five (5) Business Days of obtaining knowledge Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such the Series 2019-3 Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, transfer all cash and investments from such the Series 2019-3 Ineligible Account into such new Eligible Account, Account and (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, or cause to be transferred, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, or cause to be transferred, all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible new Eligible Account is required to be subject to an Account Control Agreement in accordance not established with the terms of the IndentureTrustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. (j) ARTICLE IV (1) FORM OF SERIES 2019-3 NOTES Section 4.1 Issuance of Series 2019-3 Class A-1 Notes. (a) The Series 2019-3 Class A-1 Advance Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-1 hereto, and will be issued to the Series 2019-3 Class A-1 Noteholders (other than the Series 2019-3 Class A-1 Subfacility Noteholders) pursuant to and in accordance with the Class A-1 Note Purchase Agreement and shall be duly executed by the IssuerCo-Issuers and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. In Other than in accordance with this Series Supplement and the event that any Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible AccountClass A-1 Note Purchase Agreement, the applicable Manager shallSeries 2019-3 Class A-1 Advance Notes will not be permitted to be transferred, promptly following assigned, exchanged or otherwise pledged or conveyed by such Series 2019-3 Class A-1 Noteholders. The Series 2019-3 Class A-1 Advance Notes shall bear a face amount equal in the establishment aggregate to up to the Series 2019-3 Class A-1 Notes Maximum Principal Amount as of the Series 2019-3 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2019-3 Class A-1 Initial Advance Principal Amount pursuant to Section 2.1(a) of this Series Supplement. The Administrative Agent shall record any Increases or Decreases with respect to the Series 2019-3 Class A-1 Outstanding Principal Amount such related new Eligible Accountthat, notify each applicable Franchisee subject to Section 4.1(d) of this Series Supplement, the principal amount of the Series 2019-3 Class A-1 Advance Notes that are Outstanding accurately reflects all such Increases and Decreases.The Series 2019-3 Class A-1 Swingline Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1-2 hereto, and will be issued to the Swingline Lender pursuant to and in accordance with the Class A-1 Note Purchase Agreement and shall be duly executed by the IssuerCo-Issuers and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture. Other than in accordance with this Series Supplement and the Class A-1 Note Purchase Agreement, the Series 2019-3 Class A-1 Swingline Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Swingline Lender. The Series 2019-3 Class A-1 Swingline Note shall bear a face amount equal in the aggregate to up to the Swingline Commitment as of the Series 2019-3 Closing Date, and shall be initially issued in an aggregate outstanding principal amount equal to the Series 2019-3 Class A-1 Initial Swingline Principal Amount pursuant to Section 2.1(b)(i) of this Series Supplement. The Administrative Agent shall record any other relevant thirdSubfacility Increases or Subfacility Decreases with respect to the Swingline Loans such that, subject to Section 4.1(d) of this Series Supplement, the aggregate principal amount of the Series 2019-party payor of a change in payment instructions, if any3 Class A-1 Swingline Notes that is Outstanding accurately reflects all such Subfacility Increases and Subfacility Decreases.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccount, the Senior Subordinated Notes Interest Reserve AccountsAccount, the Cash Trap Reserve AccountsAccount, the Collection Accounts Account or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Co-Issuer Issuers shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, or with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, transfer or cause to be transferredtransferred to such new Eligible Account, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, transfer or cause to be transferred, transferred all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Management Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor Proprietary Product Distributor of a change in payment instructions, if any.

Replacement of Ineligible Accounts. If, at any time, any Management Account or any of the Senior Notes Interest Reserve AccountsAccountAccounts, the Senior Subordinated Notes Interest Reserve AccountsAccountAccounts, the Cash Trap Reserve AccountsAccountAccounts, the Collection Accounts AccountAccounts or any Collection Account Administrative Account shall cease to be an Eligible Account (each, an “Ineligible Account”), the applicable Issuerapplicable Co-Issuer shall (i) within five (5) Business Days of obtaining knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for such Ineligible Account, (B) with the exception of any Management Account, following the establishment of such new Eligible Account, transfer, or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer, all cash and investments from such Ineligible Account into such new Eligible Account, (C) in the case of a Management Account, following the establishment of such new Eligible Account, transfer, or cause to be transferred, all cash and investments from such Ineligible Account into such new Eligible Account, (D) in the case of a Management Account, transfer, or cause to be transferred, all items deposited in the lock-box related to such Ineligible Account to a new lock-box related to such new Eligible Account, and (E) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such Ineligible Account is required to be subject to an Account Control Agreement in accordance with the terms of the Indenture, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. In the event that any of the Collection Account, any Management Account or any Collection Account Administrative Account becomes an Ineligible Account, the applicable Manager shall, promptly following the establishment of such related new Eligible Account, notify each applicable Franchisee and any other relevant third-party payor of a change in payment instructions, if any.