Common use of Future Securitization Entities and Future Brands Clause in Contracts

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 CoIssuerCo-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 ManagersManagerManagers, in respect of (i) Securitizationcompany-owned locations (if anySecuritization-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 Issuerapplicable Co-Issuer or Franchisor Holdco) shall be required to contribute to the Take 5 Propertiesthe applicable Securitization Entities any future SecuritizationTake 5 CompanySecuritization-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 Issuerapplicable 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.