Common use of Additional Securitization Entity Clause in Contracts

Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity; (d) The Master Issuer shall cause each Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement pursuant to which such Additional Securitization Entity 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, each Additional Securitization Entity 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.

Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Initial Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Franchise Assets or real property assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold such future assets. (b) If the Master Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity; (d) The Master Issuer shall cause each Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement pursuant to which such Additional Securitization Entity 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, each Additional Securitization Entity party thereto will shall 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.

Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Franchise Assets or real property assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold such future assets. (b) If the Master Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity; (d) The Master Issuer shall cause each Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement pursuant to which such Additional Securitization Entity 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, each Additional Securitization Entity 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.

Additional Securitization Entity. (a) The Master Any Co-Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed an Additional Securitization Entities Entity without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Initial Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master any Co-Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master such Co-Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer)Agencies. (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) Co-Issuers shall request and implement the Control Party’s direction at such time of formation as to whether the Co-Issuers shall designate such Additional Securitization Entity as a “franchisor” (i) an Additional Co-Issuer or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such an Additional Securitization Entity;Subsidiary Guarantor. (d) The Master In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Co-Issuers shall, if applicable, designate such Additional Securitization Entity as (i) an Additional Franchisor; provided that such Additional Securitization Entity acts as a “franchisor”, (ii) an Additional IP Holder; provided that such Additional Securitization Entity owns Securitization IP or Overseas IP and/or (iii) an Additional Distributor; provided that such Additional Securitization Entity operates a distribution business; (e) If such Additional Securitization Entity is designated to be an Additional Co-Issuer, the Co-Issuers shall cause such Additional Securitization Entity to promptly execute a Supplement to the Indenture pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Indenture with the other Co-Issuers. (f) If such Additional Securitization Entity is designated to be an Additional Subsidiary Guarantor, the Co-Issuer shall cause each such Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Global G&C Agreement pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Guarantee and Collateral Global G&C Agreement with the other Guarantors. (eg) Upon the execution and delivery of a Supplement as required by clause (d) above, any Additional Securitization Entity party thereto will become a party to the Indenture with the same force and effect as if originally named therein as a Co-Issuer and, without limiting the generality of the Indenture, will assume all Obligations and liabilities of a Co-Issuer thereunder. (h) Upon the execution and delivery of an Assumption Agreement as required in clause (df) above, each any Additional Securitization Entity party thereto will become a party to the Guarantee and Collateral Global G&C 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 Global G&C Agreement, will assume all Obligations and liabilities of a Guarantor thereunder.

Additional Securitization Entity. (a) The Master Any Co-Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed an Additional Securitization Entities Entity without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master any Co-Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master such Co-Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer)Agencies and any Class A-1 Administrative Agent. (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) Co-Issuers shall request and implement the direction of the Control Party at such time of formation as to whether the Co-Issuers shall designate such Additional Securitization Entity as a “franchisor” (i) an Additional Co-Issuer or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such an Additional Securitization Entity;Subsidiary Guarantor. (d) The Master In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Co-Issuers shall, if applicable, designate such Additional Securitization Entity as (i) an Additional Franchisor; provided that such Additional Securitization Entity acts as a “franchisor,” (ii) an Additional IP Holder; provided that such Additional Securitization Entity owns Domino’s IP, and/or (iii) an Additional DistributorSupply Chain Holder; provided that such Additional Securitization Entity operates a distribution business, and/or (iv) an Additional Asset Holder, provided that such Securitization Entity owns or leases either equipment, real estate or both equipment and real estatesupply chain business; (e) If such Additional Securitization Entity is designated to be an Additional Co-Issuer, the Co-Issuers shall cause such Additional Securitization Entity to promptly execute a Supplement to the Indenture in the form of Exhibit M pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Indenture with the other Co-Issuers. (f) If such Additional Securitization Entity is designated to be an Additional Subsidiary Guarantor, the Co-Issuer shall cause each such Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Global G&C Agreement pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Guarantee and Collateral Global G&C Agreement with the other Guarantors. (g) Upon the execution and delivery of a Supplement as required by clause (e) above, any Additional Securitization Entity party thereto will become a party to the Indenture with the same force and effect as if originally named therein as a Co-Issuer and, without limiting the generality of the Indenture, will assume all Obligations and liabilities of a Co-Issuer thereunder. (h) Upon the execution and delivery of an Assumption Agreement as required in clause (df) above, each any Additional Securitization Entity party thereto will become a party to the Guarantee and Collateral Global G&C 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 Global G&C Agreement, will assume all Obligations and liabilities of a Guarantor thereunder. (i) The Control Party will have the right to direct that Future Brand Assets be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such Future Brand Assets could impair the Collateral if it were held by the IP Holder and that separating the ownership of such Future Brand Assets from the rest of the Domino’s IP will not impair the enforceability of the Domino’s IP. In making any determination with respect to Future Brand Assets, the Control Party will have the right to consult with the Back-Up Manager or other third-party experts.

Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the most recent Series Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being 97 established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity; ; (d) The Master Issuer shall cause each Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement pursuant to which such Additional Securitization Entity 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, each Additional Securitization Entity 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.

Additional Securitization Entity. (a) The Master Any Co-Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed an Additional Securitization Entities Entity without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master any Co-Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master such Co-Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer)Agencies. (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) Co-Issuers shall request and implement the direction of the Control Party at such time of formation as to whether the Co-Issuers shall designate such Additional Securitization Entity as a “franchisor” (i) an Additional Co-Issuer or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such an Additional Securitization Entity;Subsidiary Guarantor. (d) The Master In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Co-Issuers shall, if applicable, designate such Additional Securitization Entity as (i) an Additional Franchisor; provided that such Additional Securitization Entity acts as a “franchisor,” (ii) an Additional IP Holder; provided that such Additional Securitization Entity owns Domino’s IP, (iii) an Additional Distributor; provided that such Additional Securitization Entity operates a distribution business, and/or (iv) an Additional Asset Holder, provided that such Securitization Entity owns or leases either equipment, real estate or both equipment and real estate; (e) If such Additional Securitization Entity is designated to be an Additional Co-Issuer, the Co-Issuers shall cause such Additional Securitization Entity to promptly execute a Supplement to the Indenture in the form of Exhibit M pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Indenture with the other Co-Issuers. (f) If such Additional Securitization Entity is designated to be an Additional Subsidiary Guarantor, the Co-Issuer shall cause each such Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Global G&C Agreement pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Guarantee and Collateral Global G&C Agreement with the other Guarantors. (g) Upon the execution and delivery of a Supplement as required by clause (e) above, any Additional Securitization Entity party thereto will become a party to the Indenture with the same force and effect as if originally named therein as a Co-Issuer and, without limiting the generality of the Indenture, will assume all Obligations and liabilities of a Co-Issuer thereunder. (h) Upon the execution and delivery of an Assumption Agreement as required in clause (df) above, each any Additional Securitization Entity party thereto will become a party to the Guarantee and Collateral Global G&C 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 Global G&C Agreement, will assume all Obligations and liabilities of a Guarantor thereunder. (i) The Control Party will have the right to direct that Future Brand Assets be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such Future Brand Assets could impair the Collateral if it were held by the IP Holder and that separating the ownership of such Future Brand Assets from the rest of the Domino’s IP will not impair the enforceability of the Domino’s IP. In making any determination with respect to Future Brand Assets, the Control Party will have the right to consult with the Back-Up Manager or other third-party experts.

Additional Securitization Entity. (a) The Master Issuer Issuer, in accordance with and as permitted under the Related Transaction Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that , at the election of the Manager, in respect of (i) any Securitization-Owned Restaurants and/or other income producing properties, including real property, contributed to or acquired by the Securitization Entities pursuant to documentation reasonably acceptable to the Trustee and the Control Party and (ii) contributions to, or acquisitions by, the Securitization Entities of Future Brands, or acquisitions of additional franchise brand Subsidiaries (which may include international Subsidiaries) in connection with Future Brands. At the time any Additional Securitization Entity is created or acquired, or any Future Brand is contributed into or acquired by any Additional Securitization Entity or any other Securitization Entity, the definitions of “Issuer Subsidiaries”, “Arby’s Brand” and “Securitization IP” shall be read to include such Additional Securitization Entity is and Future Brand, respectively. (b) Each Additional Securitization Entity shall be 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 shall have adopted Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (bc) If the Master Issuer any Securitization Entity desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (ab) above, the Master Issuer such Securitization Entity shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld, conditioned or delayed; provided provided, that the Master Issuer such Securitization Entity shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer)Agencies. (cd) In connection with the organization of any Additional Securitization Entity in conjunction with pursuant to clause (ab) or (bc) above, the Master Issuer may (i) shall request and implement the direction of the Control Party at such time of formation as to whether the Issuer shall designate such Additional Securitization Entity as a “franchisor” (i) an Additional Issuer or (ii) elect an Additional Guarantor. In connection with the formation of any Additional Securitization Entity as set forth pursuant to apply clause (b) or (c) above, the provisions hereunder and under Issuer shall, if applicable, designate such Additional Securitization Entity as (i) an Additional IP Holder; provided that such Additional Securitization Entity owns Securitization IP and/or (ii) an Additional Real Property Holder; provided that such Additional Securitization Entity owns Real Estate Assets. (e) If such Additional Securitization Entity is designated to be an Additional Issuer, the other Related Documents applicable to any then-existing Issuer shall cause such Additional Securitization Entity to promptly execute a Supplement to the Indenture in the form of Exhibit K pursuant to which such Additional Securitization Entity;Entity shall become jointly and severally obligated under the Indenture with the Issuer. (df) The Master If such Additional Securitization Entity is designated to be an Additional Guarantor, the Issuer shall cause each such Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Guarantee and Collateral Agreement with the other Guarantors. (g) Upon the execution and delivery of a Supplement as required by clause (e) above, any Additional Securitization Entity party thereto will become a party to the Indenture with the same force and effect as if originally named therein as an Issuer and, without limiting the generality of the Indenture, will assume all Obligations and liabilities of an Issuer hereunder. (h) Upon the execution and delivery of an Assumption Agreement as required in clause (df) above, each any Additional Securitization Entity 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. (i) At the time any Additional Securitization Entities that hold IP are created or acquired, the definition of “Securitization Entities” herein and the other Transaction Documents will be deemed to include such Additional Securitization Entities and the definition of “Securitization IP” will be deemed to include all of the existing and after-acquired U.S. and non-U.S. Intellectual Property (in each case other than Excluded IP) related to such Additional Securitization Entity, and any representations, warranties, covenants, obligations, rights and any other provisions set forth in any Transaction Document that apply to IP Holder with respect to its Securitization IP will apply to such Additional Securitization Entities with respect to any of their Securitization IP.

Additional Securitization Entity. (a) The Master Any Co-Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed an Additional Securitization Entities Entity without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master any Co-Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master such Co-Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer)Agencies and any Class A-1 Administrative Agent. (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) Co-Issuers shall request and implement the direction of the Control Party at such time of formation as to whether the Co-Issuers shall designate such Additional Securitization Entity as a “franchisor” (i) an Additional Co-Issuer or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such an Additional Securitization Entity;Subsidiary Guarantor. (d) The Master In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Co-Issuers shall, if applicable, designate such Additional Securitization Entity as (i) an Additional Franchisor; provided that such Additional Securitization Entity acts as a “franchisor,” (ii) an Additional IP Holder; provided that such Additional Securitization Entity owns Domino’s IP, (iii) an Additional Distributor; provided that such Additional Securitization Entity operates a distribution business, and/or (iv) an Additional Asset Holder, provided that such Securitization Entity owns or leases either equipment, real estate or both equipment and real estate; (e) If such Additional Securitization Entity is designated to be an Additional Co-Issuer, the Co-Issuers shall cause such Additional Securitization Entity to promptly execute a Supplement to the Indenture in the form of Exhibit M pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Indenture with the other Co-Issuers. (f) If such Additional Securitization Entity is designated to be an Additional Subsidiary Guarantor, the Co-Issuer shall cause each such Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Global G&C Agreement pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Guarantee and Collateral Global G&C Agreement with the other Guarantors. (g) Upon the execution and delivery of a Supplement as required by clause (e) above, any Additional Securitization Entity party thereto will become a party to the Indenture with the same force and effect as if originally named therein as a Co-Issuer and, without limiting the generality of the Indenture, will assume all Obligations and liabilities of a Co-Issuer thereunder. (h) Upon the execution and delivery of an Assumption Agreement as required in clause (df) above, each any Additional Securitization Entity party thereto will become a party to the Guarantee and Collateral Global G&C 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 Global G&C Agreement, will assume all Obligations and liabilities of a Guarantor thereunder. (i) The Control Party will have the right to direct that Future Brand Assets be held by one or more newly formed Additional IP Holders if the Control Party reasonably believes that such Future Brand Assets could impair the Collateral if it were held by the IP Holder and that separating the ownership of such Future Brand Assets from the rest of the Domino’s IP will not impair the enforceability of the Domino’s IP. In making any determination with respect to Future Brand Assets, the Control Party will have the right to consult with the Back-Up Manager or other third-party experts.

Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed an Additional Securitization Entities Entity without the consent of the Control Party; provided that (i) such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that (ii) such Additional Securitization Entity holds Securitized Assets is wholly-owned, directly or is being established in order indirectly, by the Master Issuer and (iii) the assets of such Additional Securitization Entity are managed by the Manager pursuant to act as a franchisor with respect to future New Franchise Agreements or to hold future assetsthe Management Agreement. (b) If the Master Issuer desires to createcreate or form, incorporate, form incorporate or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer)Agencies. (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) shall, if applicable, designate such Additional Securitization Entity as (i) an Additional Franchisor; provided that such Additional Securitization Entity acts as a “franchisor” or ”, (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to an Additional IP Holder; provided that such Additional Securitization Entity;Entity owns Intellectual Property or (iii) an Additional Real Estate Holder; provided that such Additional Securitization Entity owns or leases real estate. (d) The Master Issuer shall cause each Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement pursuant to which and such Additional Securitization Entity shall become be 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, each any Additional Securitization Entity 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.

Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed or accept as a capital contribution Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Securitized Franchise Agreements or to hold such future assets. (b) If the Master Issuer desires to create, incorporate, form or otherwise organize or accept as a capital contribution an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity; (d) The Master Issuer shall cause each Additional Securitization Entity to promptly execute an Assumption Agreement assumption agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement (an “Assumption Agreement”) pursuant to which such Additional Securitization Entity 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, each Additional Securitization Entity party thereto will shall 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) If the Master Issuer desires to (i) dissolve or wind up an Additional Securitization Entity or (ii) transfer an Additional Securitization Entity to either a Securitization Entity or a Non-Securitization Entity, the Master Issuer shall (x) first, obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld, (y) second, in the case of a dissolution or wind up of an Additional Securitization Entity or a transfer of an Additional Securitization Entity to a Non-Securitization Entity, transfer any Securitized Assets held in such Additional Securitization Entity to a Securitization Entity and (z) third, provide notice of such dissolution, wind up or transfer to each Rating Agency for each Series of Notes Outstanding (with a copy to the Trustee, the Servicer and Back-Up Manager).

Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or accept as a capital contribution or cause to be formed or accepted as a capital contribution Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master Issuer desires to create, incorporate, form or otherwise organize organize, or accept as a capital contribution, an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the ServicerControl Party). (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity; (d) The Master Issuer shall cause each Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A to the Guarantee and Collateral Agreement pursuant to which such Additional Securitization Entity 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, each Additional Securitization Entity 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) If the Master Issuer desires to (i) dissolve or wind up an Additional Securitization Entity or (ii) transfer an Additional Securitization Entity to either a Securitization Entity or a Non-Securitization Entity, the Master Issuer shall (x) 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, (y) second, in the case of a dissolution or wind up of an Additional Securitization Entity or a transfer of an Additional Securitization Entity to a Non- Securitization Entity, transfer any Securitized Assets held in such Additional Securitization Entity to a Securitization Entity and (z) third, provide notice of such dissolution, wind up or transfer to each Rating Agency for each Series of Notes Outstanding (with a copy to the Trustee, the Control Party and Back-Up Manager).

Additional Securitization Entity. (a) The Master Issuer Co-Issuers shall not form or cause to be formed any Additional Securitization Entities other than in accordance with and as permitted under the Related Documents, and upon without first obtaining the prior written notice to each Rating Agency, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that the prior written consent of the Control Party shall not be required if such Additional Securitization Entity 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 Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master any Co-Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master such Co-Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each the Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer)Agencies. (c) In connection with Any direct or indirect Subsidiary formed by the organization of any Additional Securitization Entity in conjunction with Co-Issuers pursuant to clause (a) or clause (b) aboveabove shall automatically be designated as an Additional Securitization Entity, and the Master Issuer may (i) designate Co-Issuers shall cause any such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any thenbecome an Additional Co-existing Securitization Entity to such Additional Securitization Entity; (d) Issuer. The Master Issuer Co-Issuers shall cause each such Additional Securitization Entity to promptly execute an Assumption Agreement in form set forth as Exhibit A a Supplement to the Guarantee and Collateral Agreement Indenture pursuant to which such Additional Securitization Entity shall become jointly and severally obligated under the Guarantee and Collateral Agreement Indenture with the other GuarantorsCo-Issuers. The Co-Issuers shall, if applicable, designate any such Additional Co-Issuer as (i) an Additional Contract Holder; provided that such Additional Co-Issuer owns Customer Contracts, or (ii) an Additional IP Holder; provided that such Additional Co-Issuer owns Securitization IP. (ed) Upon the execution and delivery of an Assumption Agreement a Supplement as required in by clause (dc) above, each any Additional Securitization Entity party thereto will become a party to the Guarantee and Collateral Agreement Indenture with the same force and effect as if originally named therein as a Guarantor Co-Issuer and, without limiting the generality of the Guarantee and Collateral AgreementIndenture, will assume all Obligations and liabilities of a Guarantor thereunderCo-Issuer hereunder.