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. The Additional Guarantor hereby assumes all obligations, and agrees to be bound by all covenants, agreements and obligations, of a Guarantor under, and shall be a Guarantor for all purposes of, the Guaranty and shall be fully liable thereunder to the Administrative Agent, any Lender or any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, or any of their respective successors, transferees or assigns, to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Guaranty. Without limiting the foregoing: (a) The IssuerAdditional Guarantor hereby irrevocably and unconditionally, jointly and severally with all other Guarantors, guarantees the due and punctual payment of all present and future indebtedness and other liabilities of the Borrower owing to the Administrative Agent, any Lender, any Person entitled to indemnification pursuant to Section 11.3 of the Credit Agreement, and their respective successors, transferees or assigns, of every type and description, whether or not evidenced by any note, guaranty or either instrument, arising under or in accordance connection with the Credit Agreement, the Notes or any other Loan Document, whether or not for the payment of money, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and as permitted however acquired, including, without limitation, all principal, interest, charges, expenses, fees, attorneys' fees and disbursements and any other sum chargeable to the Borrower under the Transaction DocumentsCredit Agreement or any other Loan Document, may purchasewhether at stated maturity, acquireby acceleration or otherwise, form or cause to be formed one or more Additional Guarantors without and the consent performance, of all obligations of the Control Party; provided Borrower now or hereafter existing under the Credit Agreement, the Notes and the other Loan Documents (such obligations being the "Guaranty Obligations"), and agrees to pay any and all expenses (including counsel fees and expenses) incurred by the Administrative Agent, the Lenders or any other Persons holding any of the Guaranty Obligations in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts which constitute part of the Guaranty Obligations and would be owed by the Borrower under the Credit Agreement, the Notes and the other Loan Documents but for the fact that any such Additional Guarantor has adopted, they are unenforceable 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 not allowable due to the Charter Documents existence of a bankruptcy, reorganization or similar proceeding involving 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.Borrower; (b) If the Issuer desires to create, incorporate, form or otherwise organize an The Additional Guarantor guarantees that does not comply the Guaranty Obligations will be paid and performed strictly in accordance with the provisos set forth in clause (a) aboveterms of the Credit Agreement, the Issuer shall first obtain Notes and the prior written consent other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Control Party (acting at Administrative Agent, the direction Lenders or any other Persons holding any of the Controlling Class Representative)Guaranty Obligations with respect thereto. The obligations of the Additional Guarantor under this Guaranty are independent of the Guaranty Obligations, and a separate action or actions may be brought and prosecuted against the Additional Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower, any other Guarantor or any other guarantor of the Guaranty Obligations or whether the Borrower or any other Guarantor is joined in any such consent not to be unreasonably withheld.action or actions; (c) In connection with the organization The foregoing guaranty shall be a guaranty 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.payment and not of collection merely; (d) The Issuer shall cause each Additional Guarantor to promptly execute an assumption agreement in form set forth as Exhibit A foregoing guarantee is subject to the Guarantee limitations expressly provided in Section 5 of the Guaranty and Collateral Agreement (to the “Assumption Agreement”) pursuant to which such Additional Guarantor shall become jointly other terms and severally obligated conditions governing the guaranty of Guarantors under the Guarantee and Collateral Agreement with Guaranty, including, without limitation, Section 2 of the other Guarantors.Guaranty; (e) Upon All references in the execution and delivery of an Assumption Agreement as required in clause (d) above, any Additional Guarantor party thereto will become a party Guaranty to the Guarantee "Guarantors" or any "Guarantor" or to the "Funding Guarantor" or the "Contributing Guarantor" as applicable, shall be deemed to include and Collateral Agreement with to refer to 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 thereunderAdditional Guarantor. (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. The Additional Guarantor hereby assumes all obligations of a Guarantor under and shall be a Guarantor for all purposes of the Note Purchase Agreements and shall be fully liable thereunder to the Noteholder Collateral Agent and the Holders to the same extent and with the same effect as though the Additional Guarantor had been one of the Guarantors originally executing and delivering the Note Purchase Agreements. Without limiting the foregoing: (a) The Issuerthe Additional Guarantor hereby unconditionally and irrevocably guarantees to the Noteholder Collateral Agent and the Holders the due and punctual payment and performance of all the Obligations of the Company, in accordance with each case as and as permitted under when the Transaction Documentssame shall become due and payable, may purchasewhether at maturity, acquireby acceleration, form mandatory prepayment, declaration or cause otherwise, according to be formed one or more Additional Guarantors without the consent of the Control Partytheir terms; provided that any such Additional Guarantor has adopted, or substantially contemporaneously with the closing of an applicable transaction pursuant EXHIBIT 10.8(b) (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.Note Purchase Agreement) (b) If in case of failure by the Issuer desires Company punctually to createpay or perform the Obligations, incorporate, form or otherwise organize an the 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), hereby unconditionally and irrevocably agrees to cause such consent not payment or performance to be unreasonably withheld.made punctually as and when the same shall become due and payable, whether at maturity, by acceleration, by prepayment, declaration or otherwise, and as if such payment or performance were made by the Company; (c) In connection with the organization foregoing guarantee shall be a guarantee 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.payment and performance and not merely of collection; (d) The Issuer shall cause each Additional Guarantor to promptly execute an assumption agreement in form set forth as Exhibit A the foregoing guarantee is subject to the Guarantee limitations expressly provided in subsections (a) and Collateral Agreement (b) of Section 23.2 of the “Assumption Agreement”) pursuant Note Purchase Agreements and is subject to which such the other terms and conditions governing the guarantee of Guarantors under the Note Purchase Agreements (including, without limitation, Section 23.4 thereof), and the Additional Guarantor shall become jointly be entitled to all of the benefits and severally obligated rights provided to a Guarantor under Section 23.3 of the Guarantee and Collateral Agreement with the other Guarantors.Note Purchase Agreements; and (e) Upon the execution and delivery obligations of an Assumption Agreement as required in clause (d) above, any the 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 IPthe Obligations shall be joint and several with those of the other Guarantors, and all references in the Control Party will have Note Purchase Agreements to the right "Guarantors" or any "Guarantor" shall be deemed to consult with third-party expertsinclude and to refer to the Additional Guarantor.

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. (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.

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. 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.