Common use of Additional Guarantor Clause in Contracts

Additional Guarantor. (a) The Issuer, in accordance with and as permitted under the Transaction Documents, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent of the Control Party; provided that any such Additional Guarantor has adopted, or substantially contemporaneously with the closing of an applicable transaction pursuant to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents of the existing Franchise Entities; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in order to act as a franchisor with respect to New Franchise Agreements. (b) If the Issuer desires to create, incorporate, form or otherwise organize an Additional Guarantor that does not comply with the provisos set forth in clause (a) above, the Issuer shall first obtain the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), such consent not to be unreasonably withheld. (c) In connection with the organization of any Additional Guarantor in conjunction with clause (a) or (b) above, the Issuer shall, if such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holder. (d) The Issuer shall cause each Additional Guarantor to promptly execute an assumption agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantors. (e) Upon the execution and delivery of an Assumption Agreement as required in clause (d) above, any Additional Guarantor party thereto will become a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, will assume all Obligations and liabilities of a Guarantor thereunder. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the ownership of such After-Acquired Securitization IP from the rest of the Securitization IP will not impair the enforceability of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IP, the Control Party will have the right to consult with third-party experts.

Additional Guarantor. (a) The Issuer, in accordance with and as permitted under the Transaction Documents, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent Each Subsidiary of the Control Party; provided that any such Additional Guarantor has adopted, or substantially contemporaneously with Issuer in existence as at the closing Original Issue Date Listed in Part 1 of an applicable transaction pursuant Schedule 1 (Original Obligors) will be party to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents of the existing Franchise Entities; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in order to act this Agreement as a franchisor with respect to New Franchise AgreementsGuarantor on the Original Issue Date. (b) If at any time after the Original Issue Date, any Subsidiary is required to become an Additional Guarantor: (i) the Issuer desires must give not less than ten (10) Business Days prior notice to create, incorporate, form or otherwise organize the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor that does not comply Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with the provisos set forth in clause (a) abovethis Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall first obtain the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), such consent not to be unreasonably withheldalso accede as an Additional Guarantor. (c) In connection with If the organization accession of any an Additional Guarantor requires any Finance Party to carry out know your customer requirements in conjunction with clause (a) or (b) abovecircumstances where the necessary information is not already available to it, the Issuer shallmust promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, if such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holderon behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The Issuer shall cause each relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to promptly execute an assumption agreement in paragraph (b)(ii) above in form set forth and substance satisfactory to it. The Trustee must give this notification as Exhibit A to the Guarantee and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantorssoon as reasonably practicable. (e) Upon the execution and delivery Delivery of an Assumption Agreement as required in clause (d) aboveAccession Agreement, any Additional Guarantor party thereto will become a party executed by the relevant Subsidiary and the Issuer, to the Guarantee Trustee constitutes confirmation by that Subsidiary and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting Issuer that the generality of the Guarantee and Collateral Agreement, will assume all Obligations and liabilities of a Guarantor thereunderRepeating Representations are then correct. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the ownership of such After-Acquired Securitization IP from the rest of the Securitization IP will not impair the enforceability of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IP, the Control Party will have the right to consult with third-party experts.

Additional Guarantor. covenants The Guarantor hereby undertakes and covenants with the Finance Parties separately and severally that from the date of this Agreement and until the Discharge Date in respect of the ECA Debt: (a) The Issuerthe Guarantor shall furnish to each National Agent sufficient copies for each ECA Lender it represents (which such National Agent shall promptly furnish to each such ECA Lender): (i) as soon as available, and in accordance with any event within one hundred and as permitted under twenty (120) days after the Transaction Documents, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent end of each fiscal year of the Control Party; provided that any Guarantor, a copy of the audited financial statements and annual audit report of the Guarantor and its Subsidiaries for such Additional Guarantor has adopted, or substantially contemporaneously fiscal year beginning with the closing year ending 31 December 2008 prepared on a consolidated basis and in conformity with generally accepted accounting principles in the United States of an applicable transaction America and certified by PriceWaterhouseCoopers or by another independent United States of America certified public accountant of recognised national standing in the United States of America selected by the Guarantor; (ii) as soon as available, and in any event within sixty (60) days after the end of each quarter (except the last quarter) of each fiscal year of the Guarantor, a copy of the unaudited financial statements of the Guarantor and its Subsidiaries for such quarter prepared in a manner consistent with the audited financial statements referred to in paragraph (i) above and certified by the chief financial officer of the Guarantor as fairly presenting the consolidated financial condition of the Guarantor and its consolidated Subsidiaries for such period (subject to normal year end adjustments); (iii) promptly after the filing or making thereof, copies of all 8-K's (other than 8-K's relating solely to the issuance by the Guarantor of securities pursuant to which an effective registration statement), 10-Q's, 10-K's, and other material reports or registration statements filed by the Guarantor with or to any securities exchange or the Securities and Exchange Commission; (iv) from time to time such Additional Guarantor is purchasedother information concerning the Group's operations, acquired or otherwise designated business affairs and financial condition as an Additional Guarantor hereunderany ECA Administrative Party may reasonably request, will adoptprovided, Charter Documents substantially similar however, that (aa) no such Form 8-K need be so delivered to the Charter Documents National Agents if the Guarantor shall have posted such Form to its website at ▇▇▇.▇▇▇.▇▇▇ and notified the ECA Facility Agent of such posting and (bb) no such financial statements or annual audit reports need be so delivered to the existing Franchise Entities; providedNational Agents if the Guarantor shall have delivered to the National Agents (or the Guarantor shall have posted to its website at ▇▇▇.▇▇▇.▇▇▇ and notified the ECA Facility Agent of such posting) the Guarantor's annual or quarterly report (as appropriate) on Form 10-K or 10-Q (as appropriate) which the Guarantor files with the Securities and Exchange Commission for the relevant fiscal year or quarter, furtheras the case may be, that containing such Additional Guarantor holds Guarantor Assetsconsolidated financial statements and annual audit reports, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in order to act as a franchisor with respect to New Franchise Agreements.the case may be; (b) If promptly after learning of the Issuer desires to createoccurrence of any Event of Default or a First Trigger Event, incorporate, form Second Trigger Event or otherwise organize an Additional Guarantor that does not comply with the provisos set forth in clause (a) aboveNet Worth Event, the Issuer Guarantor shall first obtain furnish to the prior ECA Facility Agent written consent of notice thereof, describing the Control Party (acting at same and the direction of steps being taken by the Controlling Class Representative), such consent not to be unreasonably withheld.Guarantor with respect thereto; (c) In connection with the organization Guarantor will preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises material to the normal conduct of its significant businesses, provided, however, that notwithstanding this Clause 8.2.1(c) the Guarantor may: (i) discontinue any of its businesses that are no longer deemed advantageous to it (such determination to be in the sole and absolute discretion of the Guarantor); and (ii) sell or dispose of any Additional assets, subsidiaries or the capital stock thereof, or consolidate with, accept a merger of, or permit the merger of the Guarantor into any other person in conjunction with clause (a) or (b) above, the Issuer shall, if such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holder.a transaction permitted pursuant to Clause 8.2.1(d); (d) The Issuer the Guarantor shall cause each Additional not consolidate with any other corporation or limited liability company or accept a merger of any other corporation or limited liability company into the Guarantor or permit the Guarantor to promptly execute be merged into any other corporation or limited liability company, or sell its properties and assets as, or substantially as, an assumption agreement in form set forth entirety unless: (i) no Net Worth Event would occur as Exhibit A to the Guarantee a result of such merger, consolidation or asset purchase; (ii) this Agreement and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantors. (e) Upon Guarantor Documents shall be binding on the execution and delivery surviving entity of an Assumption Agreement as required in clause (d) above, any Additional Guarantor party thereto will become a party to such consolidation or merger or the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality purchaser of the Guarantee and Collateral AgreementGuarantor's assets, will assume all Obligations and liabilities of a Guarantor thereunder. (f) The Control Party will have as the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral case may be, as if it were held by an existing Guarantor named "Guarantor" therein; (iii) the Relevant Agent has received a legal opinion addressed to and that separating in form and substance satisfactory to the ownership Lessor, each Export Credit Agency, the ECA Facility Agent and the Security Trustee (on behalf of such After-Acquired Securitization IP itself and each ECA Lender) from legal counsel acceptable to the rest of the Securitization IP will not impair ECA Facility Agent confirming the enforceability of the Securitization IP. In making any determination with respect to Guarantor Documents against the surviving entity of such After-Acquired Securitization IPconsolidation or merger or the purchaser of the Guarantor's assets; and (iv) either CIT Group Inc. is the surviving entity of such consolidation or merger, or the Control Party will have the right to consult with third-party experts.surviving entity of such consolidation, merger or asset purchase:

Additional Guarantor. (a) The Issuer, in accordance with and as permitted under the Transaction Documents, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent Each Subsidiary of the Control Party; provided that any such Additional Guarantor has adopted, or substantially contemporaneously with Issuer in existence as at the closing Original Issue Date Listed in Part 1 of an applicable transaction pursuant Schedule 1 (Original Obligors) will be party to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents of the existing Franchise Entities; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in order to act this Agreement as a franchisor with respect to New Franchise AgreementsGuarantor on the Original Issue Date. (b) If at any time after the Original Issue Date, any Subsidiary is required to become an Additional Guarantor: 115 (i) the Issuer desires must give not less than ten (10) Business Days prior notice to create, incorporate, form or otherwise organize the Trustee (who must promptly notify the Bridge Noteholders); (ii) the Issuer must (following consultation with the Trustee) deliver to the Trustee the relevant documents and evidence listed in Schedule 2 (Conditions Precedent Documents required to be delivered by an Additional Guarantor that does not comply Guarantor); and (iii) on or prior to the accession of any Subsidiary in accordance with the provisos set forth in clause (a) abovethis Clause 24.5, the Holding Issuer of such Subsidiary (if not an Obligor) shall first obtain the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), such consent not to be unreasonably withheldalso accede as an Additional Guarantor. (c) In connection with If the organization accession of any an Additional Guarantor requires any Finance Party to carry out know your customer requirements in conjunction with clause (a) or (b) abovecircumstances where the necessary information is not already available to it, the Issuer shallmust promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, if such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holderon behalf of any Finance Party or any prospective new Bridge Noteholder) to enable a Finance Party or prospective new Bridge Noteholder to carry out and be satisfied with the results of all applicable know your customer requirements. (d) The Issuer shall cause each relevant Subsidiary will become an Additional Guarantor when the Trustee notifies the other Finance Parties and the Issuer that it has received all of the documents and evidence referred to promptly execute an assumption agreement in paragraph (b)(ii) above in form set forth and substance satisfactory to it. The Trustee must give this notification as Exhibit A to the Guarantee and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantorssoon as reasonably practicable. (e) Upon the execution and delivery Delivery of an Assumption Agreement as required in clause (d) aboveAccession Agreement, any Additional Guarantor party thereto will become a party executed by the relevant Subsidiary and the Issuer, to the Guarantee Trustee constitutes confirmation by that Subsidiary and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting Issuer that the generality of the Guarantee and Collateral Agreement, will assume all Obligations and liabilities of a Guarantor thereunderRepeating Representations are then correct. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the ownership of such After-Acquired Securitization IP from the rest of the Securitization IP will not impair the enforceability of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IP, the Control Party will have the right to consult with third-party experts.

Additional Guarantor. Upon the occurrence of a Guarantor Default (adefined below), Borrower shall have thirty (30) The Issuerdays after the date of such occurrence to provide an additional guarantor satisfactory to Bank, in accordance Bank’s sole discretion, which additional guarantor shall guaranty and indemnify the Bank for the same obligations of the Guarantor, without regard to any defenses or claims that the Guarantor may claim or have against Bank, including Borrower and the additional guarantor entering into and delivering to Bank such guaranties, indemnities, legal opinions, resolutions, incumbency certificates, financial statements and related information and other items as required by Bank, all to be in form and substance satisfactory to Bank in Bank’s sole discretion, and Borrower shall pay and reimburse Bank for all of Bank’s costs and expenses, including, without limitation reasonable attorneys fees and expenses, that Bank may incur in connection therewith with all such documentation to be executed and delivered and payments made within such thirty (30) day period. In the event that Bank accepts the additional guarantor, all documentation is timely executed and delivered by Borrower and the additional guarantor and received by Bank, Bank receives any other items required by Bank, and all of Bank’s fees are timely paid by Borrower, then Bank shall permanently waive, as permitted to the Guarantor, the Guarantor Default that triggered Borrower’s right to offer an additional guarantor. This right to provide an additional guarantor may only be exercised once by Borrower. Neither this right of Borrower to offer an additional guarantor nor Bank’s waiver of any Guarantor Default shall be construed in any way to (i) release the Guarantor from liability under any Guaranty or any of the other Loan Documents to which the Guarantor is a party, (ii) waive any right or remedy Bank may have against the Guarantor including, without limitation, the right to payment of the Obligations under the Transaction DocumentsAgreement of Guaranty and Suretyship (Payment), the right to performance under the Agreement of Guaranty and Suretyship (Completion), the right to payment under the Recourse Carve-Out Guaranty and the right to payment and performance under the Indemnification Agreement, or (iii) extend any cure period of either Borrower or the Guarantor. In no event shall the waiver by Bank of any Guarantor Default be construed as a waiver of any obligation of the additional guarantor or of Borrower or a waiver of any other default by Borrower or any other guarantor except that the waiver by Bank of any Guarantor Default shall also be a waiver of the same default by the Guarantor under the other Loan Documents to the extent the same act or omission by the Guarantor was also a default under any other Loan Document. Borrower’s right to offer an additional guarantor shall be a one time right. Borrower shall have the obligation to pay and reimburse Bank for all of Bank’s costs and expenses, including, without limitation, reasonable attorneys fees and expenses, that Bank may purchaseincur in connection with such offered additional guarantor regardless of whether Bank accepts the offered additional guarantor. For the purposes of this Section 6.2, acquire, form “Guarantor Default” shall mean any Event of Default by Guarantor under this Agreement or cause to be formed any other Loan Document and any one or more Additional Guarantors without the consent events of default under any of the Control Party; provided that any such Additional Guarantor has adopted, or substantially contemporaneously with Guaranties excluding an event of default arising from the closing of an applicable transaction pursuant to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents failure of the existing Franchise Entities; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in order to act as a franchisor with respect to New Franchise Agreements. (b) If the Issuer desires to create, incorporate, form or otherwise organize an Additional Guarantor that does not comply with the provisos set forth in clause (a) above, the Issuer shall first obtain the prior written consent pay any of the Control Party (acting at the direction monetary obligations of the Controlling Class Representative), such consent not to be unreasonably withheld. (c) In connection with the organization of any Additional Guarantor in conjunction with clause (a) or (b) above, the Issuer shall, if such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holder. (d) The Issuer shall cause each Additional Guarantor to promptly execute an assumption agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other GuarantorsGuaranties upon demand by Bank. (e) Upon the execution and delivery of an Assumption Agreement as required in clause (d) above, any Additional Guarantor party thereto will become a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, will assume all Obligations and liabilities of a Guarantor thereunder. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the ownership of such After-Acquired Securitization IP from the rest of the Securitization IP will not impair the enforceability of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IP, the Control Party will have the right to consult with third-party experts.

Additional Guarantor. (a) The Issuer, A copy of the constitutional documents of the Additional Guarantor and in accordance with and as permitted respect of each Additional Guarantor which is incorporated under the Transaction Documentslaws of Bermuda, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent a copy (certified by its company secretary) of the Control Partyfollowing documents: (i) Register of directors and officers; (ii) Register of members; (iii) Tax assurance letter issued by the Registrar of Companies for the Minister of Finance; provided that any such Additional Guarantor has adoptedand (iv) the Bermuda Monetary Authority’s “No Objection” to incorporation or foreign exchange letter, or substantially contemporaneously with as applicable, issued by the closing of an applicable transaction pursuant to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents of the existing Franchise Entities; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in order to act as a franchisor with respect to New Franchise AgreementsBermuda Monetary Authority. (b) If In respect of each Original Guarantor which is incorporated under the Issuer desires to createlaws of Bermuda, incorporate, form or otherwise organize an Additional Guarantor that does not comply with a certificate of compliance issued by the provisos set forth in clause (a) above, the Issuer shall first obtain the prior written consent Bermuda Registrar of the Control Party (acting at the direction of the Controlling Class Representative), such consent not to be unreasonably withheldCompanies. (c) In A copy of a resolution of the board of directors of the Additional Guarantor: (i) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party; (ii) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the organization of any Additional Guarantor Finance Documents to which it is a party; and (iv) authorising the Borrower to act as its agent in conjunction connection with clause (a) or (b) above, the Issuer shall, if such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP HolderFinance Documents. (d) The Issuer shall cause A specimen of the signature of each Additional Guarantor person authorised by the resolution referred to promptly execute an assumption agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement paragraph (the “Assumption Agreement”c) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantorsabove. (e) Upon If applicable, a copy of a resolution signed by all the execution holders of the issued shares of the Additional Guarantor, approving the terms of, and delivery of an Assumption Agreement as required in clause (d) abovethe transactions contemplated by, any the Finance Documents to which the Additional Guarantor party thereto will become is a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, will assume all Obligations and liabilities of a Guarantor thereunderparty. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the ownership of such After-Acquired Securitization IP from the rest A certificate of the Securitization IP will Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not impair the enforceability cause any borrowing, guarantee, security or similar limit binding on it to be exceeded. (g) A certificate of an authorised signatory of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IPAdditional Guarantor certifying that each copy document listed in this Part 3 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Control Party will have date of the right to consult with third-party expertsAccession Deed.

Additional Guarantor. (a) The Issuer, in accordance with and as permitted under the Transaction Documents, may purchase, acquire, form or cause to be formed one or more Additional Guarantors without the consent of the Control Party; provided that any such Additional Guarantor is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted, or substantially contemporaneously with the closing of an applicable transaction pursuant to which such Additional Guarantor is purchased, acquired or otherwise designated as an Additional Guarantor hereunder, will adopt, Charter Documents substantially similar to the Charter Documents of the existing Franchise EntitiesEntities that were Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Closing Date; provided, further, that such Additional Guarantor holds Guarantor Assets, Product Sourcing Assets, New Real Estate Assets or Securitization IP or is being established, purchased or acquired in order to act as a franchisor with respect to New Franchise Agreements. (b) If the Issuer desires to create, incorporate, form or otherwise organize an Additional Guarantor that does not comply with the provisos set forth in clause (a) above, the Issuer shall first obtain the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative), such consent not to be unreasonably withheld. (c) In connection with the organization of any Additional Guarantor in conjunction with clause (a) or (b) above, the Issuer shall, if such Additional Guarantor owns Securitization IP, designate such Additional Guarantor as an Additional IP Holder. (d) The Issuer shall cause each Additional Guarantor to promptly execute an assumption agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement (the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantors. (e) Upon the execution and delivery of an Assumption Agreement as required in clause (d) above, any Additional Guarantor party thereto will become a party to the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the Guarantee and Collateral Agreement, will assume all Obligations and liabilities of a Guarantor thereunder. (f) The Control Party will have the right to direct that After-Acquired Securitization IP in the nature of a Trademark be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such After-Acquired Securitization IP could impair the Collateral if it were held by an existing Guarantor and that separating the ownership of such After-Acquired Securitization IP from the rest of the Securitization IP will not impair the enforceability of the Securitization IP. In making any determination with respect to such After-Acquired Securitization IP, the Control Party will have the right to consult with third-party experts.