Future Securitization Entities and Future Brands. (a) The Co-Issuers, in accordance with and as permitted under the Transaction Documents, may form or cause to be formed Future Securitization Entities without the consent of the Control Party, at the election of the Managers, in respect of (i) Securitization-Owned Locations (other than in the circumstances described in clause (x) below which shall be required) and (ii) acquisitions of additional franchise brand subsidiaries (which may include international subsidiaries) in connection with Future Brands; provided that (x) the applicable Manager (on behalf of the applicable Co-Issuer or Franchisor Holdco) shall be required to contribute to the applicable Securitization Entities any future Securitization-Owned Locations (1) located in the United States for the Take 5 Brand or Fix Auto Brand or (2) located in Canada for the CARSTAR Brand or Take 5 Brand, and (y) the applicable Manager (on behalf of the applicable Co-Issuer or Franchisor Holdco) shall be required to contribute to one or more applicable Securitization Entities any franchise brand, in each case, that, in the good faith determination of the applicable Manager in accordance with the applicable Managing Standard, is intended to compete against any Driven Securitization Brand in the United States or Canada, respectively. At the time any Future Securitization Entity is created or acquired, or any Future Brand is contributed into any Future Securitization Entity or any other Securitization Entity, the definitions of “SPV Franchising Entities”, “Driven Securitization Brands” and “Securitization IP” shall be read to include such Future Securitization Entity and Future Brand, respectively.
Future Securitization Entities and Future Brands. (a) The Issuer, in accordance with and as permitted under the Transaction Documents, may form or cause to be formed Future Securitization Entities without the consent of the Control Party, at the election of the Manager, in respect of (i) any non-U.S. operations or assets, (ii) New Franchise Agreements and/or (iii) acquisitions of additional franchise brand Subsidiaries (which may include non-U.S. Subsidiaries) in connection with Future Brands; provided that the Issuer shall be required to contribute to one or more Securitization Entities any National Mexican Quick Service Restaurant Brand that, in the good faith determination of the Manager in accordance with the Managing Standard, is intended to compete with and will have a material adverse effect on the Taco Xxxx Brand or any Future Brand. To the extent a franchise brand that is substantially different from the then-current business of the Securitization Entities is contributed, the Issuer or the Manager on its behalf will request that the definition of “National Mexican Quick Service Restaurant Brand” shall be adjusted accordingly. At the time any Future Securitization Entity is created or acquired, or any Future Brand is contributed into any Future Securitization Entity or any other Securitization Entity, the definitions of “Issuer Subsidiaries” and “Taco Xxxx Brand” shall be amended to include such Future Securitization Entities and Future Brands, respectively, and the definition of “Securitization IP” shall be amended to include U.S. Intellectual Property related to those Future Securitization Entities and Future Brands.
Future Securitization Entities and Future Brands. (a) Any of the existing Securitization Entities, in accordance with and as permitted under the Transaction Documents and upon prior written notice to the Rating Agency, may form or cause to be formed Future Securitization Entities from time to time following the Closing Date; provided that the Manager shall be required to cause the applicable Non-Securitization Entities or other Person to contribute to one or more Securitization Entities (or Future Securitization Entities) any Competitive Business. At the time any Future Securitization Entities are created or acquired, or any Future Brand is contributed into any existing Securitization Entity or Future Securitization Entity, the definitions of “Securitization Entities”, “Guarantors” and any related terms or provisions in the Base Indenture and the other Transaction Documents will be deemed to include and refer to such additional Future 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 Future Securitization Entity or Future Brand, as applicable. Any Future Securitization Entity will become a party to the Guarantee and Collateral Agreement as a Guarantor (or co-issuer) pursuant to a joinder agreement pursuant to which the Future Securitization Entity will, together with the other Guarantors, jointly and severally guarantee to the Trustee, for the benefit of the Secured Parties, the payment obligations the obligations of the Issuer under the Indenture and the other Transaction Documents and will secure such guarantee by granting to the Trustee, for the benefit of the Secured Parties, a security interest in substantially all of its assets.
Future Securitization Entities and Future Brands. (a) The Issuer, in accordance with and as permitted under the Transaction Documents, may form or cause to be formed Future Securitization Entities without the consent of the Control Party, 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) shall 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) shall 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. At the time any Future Securitization Entity is created or acquired, or any Future Brand is contributed into any Future Securitization Entity or any other Securitization Entity, the definitions of “SPV Franchising Entities”, “Driven Securitization Brands” and “Securitization IP” shall be read to include such Future Securitization Entity and Future Brand, respectively.
