Common use of Future Brands Clause in Contracts

Future Brands. The Manager may create or acquire additional subsidiaries of the Issuer or Franchisor Holdco (“Future Securitization Entities”) after the Series 2018-1 Closing Date, at the election of the Manager, in respect of (i) company-owned locations (if any) and (ii) acquisitions of additional franchise brand subsidiaries (which may include international subsidiaries) in connection with Future Brands; provided that (x) the Manager (on behalf of the Issuer or Franchisor Holdco) will be required to contribute to Take 5 Properties any future Take 5 Company Locations and (y) the Manager (on behalf of the Issuer or Franchisor Holdco) will be required to contribute to one or more Securitization Entities any franchise brand, in each case, that, in the good faith determination of the Manager in accordance with the Managing Standard, is intended to compete against any Driven Securitization Brand in the United States.

Future Brands. The Manager may create or acquire additional subsidiaries of the Issuer or Franchisor Holdco (“Future Securitization Entities”) after the Series 2018-1 Closing Date, at the election of the Manager, in respect of (i) company-owned locations (if any) and (ii) acquisitions of additional franchise brand subsidiaries (which may include international subsidiaries) in connection with Future Brands; provided that (x) the Manager (on behalf of the Issuer or Franchisor Holdco) will be required to contribute to Take 5 Properties any future Take 5 Company Locations in the United States and (y) the Manager (on behalf of the Issuer or Franchisor Holdco) will be required to contribute to one or more Securitization Entities any franchise brand, in each case, that, in the good faith determination of the Manager in accordance with the Managing Standard, is intended to compete against any Driven Securitization Brand in the United States.”