Common use of Authorization to File Financing Statements Clause in Contracts

Authorization to File Financing Statements. (a) Each Co-Issuer hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detail. Each Co-Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer Grantor hereby irrevocably authorizes the Servicer on behalf of the Secured Parties Purchaser at any time and from time to time to file or record in any filing office jurisdiction in which the UCC has been adopted any applicable jurisdiction initial financing statementsstatements and amendments thereto that (a) indicate the Collateral (i) as “all accounts receivable, financing change statementsincluding health care receivables, and other filing or recording documents or instruments with respect to the Indenture Collateralall instruments, includingchattel paper, without limitation, any and promissory notes evidencing such accounts and all Securitization IP (Pledged Stock delivered to the extent set forth a Grantor in Section 8.25(c)), to perfect the security interests respect of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing settlement of any account; all deposit accounts, all claims now or hereafter arising therefrom, all funds now or hereafter held therein, all amounts now or hereafter credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such financing statement, financing change statement, document or instrument naming the Trustee as secured party bank accounts; and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” cash of such Grantor or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC NYUCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPsuch jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Co-Issuer Grantor agrees to furnish any such information necessary to accomplish the foregoing Purchaser promptly upon the Servicer’s request. Each Co-Issuer Grantor also hereby ratifies and authorizes its authorization for the filing on behalf of the Secured Parties of Purchaser to have filed in any UCC jurisdiction any like initial financing statement and/or financing change statement with respect to the Indenture Collateral made statements or amendments thereto if filed prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each The Co-Issuer Issuers hereby irrevocably authorizes authorize the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments (or, with respect to the Mortgages, upon the occurrence of a Mortgage Recordation Event) with respect to the Indenture Collateral, including, without limitation, any and all Securitization Domino’s IP (to the extent set forth in Section 8.25(c) and Section 8.25(d)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IPDomino’s IP (other than applications for Trademarks as described in Section 3.1(a)(iv) above), or (b) as being of an equal or lesser scope or with greater detail. Each The Co-Issuer agrees Issuers agree to furnish any information necessary to accomplish the foregoing promptly upon the ServicerTrustee’s request. Each The Co-Issuer Issuers also hereby ratifies ratify and authorizes authorize the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such the Co-Issuer Issuers as a secured party parties under the Transaction Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer Debtor shall perform any and all acts reasonably requested by the Secured Party to establish, maintain and continue the Secured Party’s security interest and liens in the Collateral, including but not limited to, executing or authenticating financing statements and such other instruments and documents when and as reasonably requested by the Secured Party. Debtor hereby authorizes Secured Party through any of Secured Party’s employees, agents or attorneys to file any and all financing statements, including, without limitation, any original filings, continuations, transfers or amendments thereof required to perfect Secured Party’s security interest and liens in the Collateral under the UCC without authentication or execution by Debtor. Debtor hereby irrevocably authorizes the Servicer on behalf of the Secured Parties Party at any time and from time to time to file or record in any filing office in any applicable Uniform Commercial Code jurisdiction any initial financing statementsstatement(s) and amendments thereto that (a) indicate the Collateral (i) is subject to Secured Party’s security interest, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC Uniform Commercial Code of the State or the PPSA, as applicable, including, without limitation, any and all Securitization IPsuch jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail. Each Co-Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-Issuer also hereby ratifies , and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights provide any other information required by part 5 of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf Article 9 of the Secured Parties to make Uniform Commercial Code of the State or such filings as it deems necessary to reflect other jurisdiction for the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Debtor is an organization, the type of organization and any organization identification number issued to the Debtor, and (ii) in the case of a financing change statement registered in connection with this Base Indenture or any verification statement issued with respect filed as a fixture filing, a sufficient description of real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Secured Party promptly upon the Secured Party’s request. Upon the satisfaction in full of all Indebtedness of Debtor to Secured Party, Secured Party shall file any financing statement statements (or financing change statementterminations thereof) or other documents reasonably requested by Debtor in order to release and terminate Secured Party’s security interest and liens in the Collateral under the UCC.

Authorization to File Financing Statements. (a) Each Co-Issuer hereby irrevocably Grantor authorizes the Servicer on behalf of the Secured Parties Collateral Trustee and its Related Persons, at any time and from time to time time, to file or record in any filing office in any applicable jurisdiction financing statements, financing change statementsamendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral Trustee reasonably determines appropriate to perfect the security interests of the Collateral Trustee for the benefit under this Agreement, and such financing statements and amendments (i) indicate such Grantor’s Collateral (1) as all assets of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Grantor or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPof such jurisdiction, or as being (2) by any other description which reasonably approximates the description contained in this Agreement, and (ii) contain any other information required by part 5 of an equal or lesser scope or with greater detail. Each Co-Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-Issuer also hereby ratifies and authorizes the filing on behalf Article 9 of the Secured Parties UCC for the sufficiency or filing office acceptance of any financing statement and/or or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor and (B) in the case of a financing change statement with respect filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Indenture Collateral made relates. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Such Grantor also hereby ratifies its authorization for Collateral Trustee to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof. (b) Each Co. For the avoidance of doubt, notwithstanding the authorization set forth in this Section 7.2, the Collateral Trustee will not be obligated to file or re-Issuer acknowledges that the Indenture Collateral includes certain rights of such Cofile or record or re-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such any financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Issuer hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments (or, with respect to the Mortgages, upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative)) with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c) and Section 8.25(e)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-The Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral (a) includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each Co-The Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each Co-The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties Parties, of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Issuer acknowledges that the Indenture Collateral includes may include certain rights of such Co-the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents. Each Co-, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Issuer hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-The Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each Co-The Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each Co-The Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Issuer acknowledges that the Indenture Collateral includes may include certain rights of such Co-the Issuer as a secured party under the Transaction Documents. Each Co-To the extent the Issuer is a secured party under the Transaction Documents, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer Control Party on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Issuer hereby irrevocably authorizes the Servicer Control Party or its agents on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments (or, with respect to the Mortgages, upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative)) with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c) and Section 8.25(e)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-The Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral (a) includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each Co-The Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each Co-The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties Parties, of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Issuer acknowledges that the Indenture Collateral includes may include certain rights of such Co-the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents. Each Co-, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer The Company hereby irrevocably authorizes the Servicer on behalf of the Secured Parties Versant at any time and from time to time to file or record in any filing office in Uniform Commercial Code jurisdiction any applicable jurisdiction initial financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to amendments thereto that: (i) indicate the Indenture Collateral, including, without limitation, any and Collateral as all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests assets of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Company or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or as being of an equal or lesser scope or with greater detail. Each Co; (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether the Company is an organization, the type of organization, and any organization identification number issued to the Company and, (y) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-Issuer extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; (iii) contain a notification that the Company has granted a negative pledge to Versant, and that any subsequent lienor may be tortiously interfering with Versant’s rights; and (iv) advises third parties that any notification of the Company’s Account Debtors will interfere with Versant’s collection rights. (b) The Company agrees to furnish any information necessary to accomplish of the foregoing information to Versant promptly upon the Servicer’s request. Each Co-Issuer also hereby . (c) The Company ratifies and authorizes the filing on behalf of the Secured Parties of its authorization for Versant to have filed any like initial financing statement and/or financing change statement with respect to the Indenture Collateral made statements or amendments thereto if filed prior to the date hereof. (bd) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of Versant may add any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect supplemental language to any such financing statement as Versant may determine to be necessary or financing change statementhelpful in acquiring or preserving rights against third parties.

Authorization to File Financing Statements. (a) Each Co-Issuer hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time Grantor shall have filed, caused to time to file be filed or record in any filing office in any applicable jurisdiction financing statements, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes authorized the filing of any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Grantor or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or (ii) as being of an equal or lesser scope or with greater detail. Each Co-Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-Issuer also hereby ratifies , and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights contain any other information required by subchapter E of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf Article 9 of the Secured Parties to make such filings as it deems necessary to reflect UCC for the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor and (B) in the case of a financing change statement registered in connection with this Base Indenture filed as a fixture filing or any verification statement issued with respect indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information reasonably requested by Collateral Agent (as directed in accordance with the Intercreditor Agreement), promptly upon request, that is necessary to effectuate the provisions of this Section 2.2. Any failure to file any initial financing statement statements or amendments thereto shall not impair the validity or enforceability of this Security Agreement against the Grantors. From time to time thereafter, the Grantors shall file, cause to be filed or authorize the filing of such financing change statementstatements and shall file, cause to be filed or authorize the filing of such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Collateral Agent and Secured Parties under this Security Agreement in the Collateral and in the proceeds thereof. To the extent any Grantor files any financing statements in respect of the Collateral, such Grantor shall deliver (or cause to be delivered) to the Collateral Agent file stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that the Grantor fails to perform its obligations under this subsection, the Collateral Agent may do so, in each case at the expense of the Grantor.

Authorization to File Financing Statements. (a) Each Co-Issuer hereby 5.1. The Borrower irrevocably authorizes the Servicer on behalf Lender to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that: 5.1.1. Indicate the Collateral as all assets of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Borrower or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or as being of an equal or lesser scope or with greater detail; 5.1.2. Each CoContain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Borrower is an organization, the type of organization, and any organization identification number issued to the Borrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral to be as-Issuer extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; 5.1.3. Contain a notification that the Borrower has granted a negative pledge to the Lender, and that any subsequent lien or may be tortuously interfering with Lender’s rights; 5.1.4. Advises third parties that any notification of Borrower’s Account Debtors will interfere with Lender’s collection rights; 5.2. The Borrower agrees to furnish any information necessary to accomplish of the foregoing information to the Lender promptly upon request; 5.3. The Borrower ratifies its authorization for the Servicer’s request. Each Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of Lender to have filed any like initial financing statement and/or financing change statement with respect to the Indenture Collateral made statements or amendments thereto if filed prior to the date hereof.; and (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents5.4. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of The Lender may add any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect supplemental language to any such financing statement as Lender may determine to be necessary or financing change statementhelpful in acquiring or preserving rights against third parties.

Authorization to File Financing Statements. (a) Each Co-The Master Issuer hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture; provided that with respect to Intellectual Property, this authorization is applicable only in Perfected Countries. Each Co-The Master Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detail. Each Co-The Master Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Master Issuer acknowledges that to the extent the Indenture Collateral includes certain rights of such Co-the Master Issuer as a secured party under the Transaction Related Documents. Each Co-, the Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer Guarantor hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time (or, with respect to the Mortgages, upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative)) to file or record without the signature of such Guarantor to the extent permitted by applicable law in any filing office (including, without limitation, the PTO) in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization Domino’s IP (to the extent set forth in Section 8.25(c)) and Section 8.25(d) of the Base Indenture), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base IndentureAgreement. Each Co-Issuer Guarantor authorizes the filing of any such financing statement, financing change statementother filing, recording document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IPDomino’s IP (other than applications for Trademarks as described in Section 3.1(a)(iv) above), or (b) as being of an equal or lesser scope or with greater detail. Each Co-Issuer Guarantor agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerTrustee’s request. Each Co-Issuer Guarantor also hereby ratifies and authorizes the filing by or on behalf of the Trustee or any Secured Parties Party of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer Guarantor acknowledges that the Indenture Collateral under this Agreement includes certain rights of such Co-Issuer the Guarantors as a secured party parties under the Transaction Related Documents. Each Co-Issuer Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer Guarantor hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)) and Section 8.25(d) of the Base Indenture), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base IndentureAgreement. Each Co-Issuer Guarantor authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each Co-Issuer Guarantor agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each Co-Issuer Guarantor also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer Guarantor acknowledges that the Indenture Collateral under this Agreement includes certain rights of such Co-Issuer Guarantor as a secured party under the Transaction Documents. Each Co-Issuer Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer Control Party on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each The Co-Issuer Issuers hereby irrevocably authorizes authorize the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture CollateralCollateral (other than any Real Estate Assets), including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each The Co-Issuer agrees Issuers agree to furnish any information necessary to accomplish the foregoing promptly upon the ServicerTrustee’s request. Each The Co-Issuer Issuers also hereby ratifies ratify and authorizes authorize the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such the Co-Issuer Issuers as a secured party parties under the Transaction Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer Guarantor hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base IndentureAgreement. Each Co-Issuer Guarantor authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detail. Each Co-Issuer Guarantor agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-Issuer Guarantor also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer Guarantor acknowledges that to the Indenture extent the Collateral includes certain rights of such Co-Issuer the Guarantors as a secured party parties under the Transaction Related Documents. Each Co-Issuer , each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings as it deems they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer Grantor hereby irrevocably authorizes the Servicer on behalf of the Secured Parties Collateral Agent, without obligation, at any time and from time to time time, to file or record in any filing office in any applicable jurisdiction such financing statements, financing change statements, continuation statements and other filing documents in such offices as are or recording documents shall be necessary or instruments with respect as the Collateral Agent or DOE may determine to be reasonably appropriate that (i) create, perfect and establish the Indenture Collateral, including, without limitation, priority of the Liens granted (or ratified and reaffirmed) by this Agreement in any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for Collateral, (ii) preserve the benefit validity, perfection or priority of the Secured Parties Liens granted (or ratified and reaffirmed) by this Agreement in any and all of the Collateral, (iii) enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Base Indenture. Each Co-Issuer authorizes Agreement, (iv) indicate the filing Collateral (x) as all of any the assets of such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Grantor or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IP, Uniform Commercial Code of such jurisdiction or (y) as being of an equal or lesser scope or with greater detaildetail and (v) provide any other information required by Part 5 of Article 9 of the UCC or the Uniform Commercial Code of such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which the Collateral relates. Each Co-Issuer Grantor agrees to furnish any such information necessary to accomplish DOE and the foregoing Collateral Agent promptly upon the ServicerCollateral Agent’s or DOE’s request. Each Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that Grantor hereby ratifies its prior authorization for the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect Agent to all file any financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties type described in clause (a) above relating to make such filings as it deems necessary the Collateral if filed prior to reflect the Trustee as secured party date of record with respect to such financing statementsthis Agreement. (c) Each Co-Issuer Grantor acknowledges receipt of an executed copy of this Base Indenture and, that it is not authorized to the extent permitted by applicable law, waives the right to receive a copy of file any financing amendment or termination statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement relating to any security interest granted hereunder without the prior consent of the Collateral Agent or financing change statementDOE and agrees that it shall not do so without the prior consent of the Collateral Agent or DOE, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

Authorization to File Financing Statements. (a) Each Co-Issuer hereby 4.1. The Borrower irrevocably authorizes the Servicer on behalf of the Secured Parties Lender at any time and from time to time to file or record in any filing office in Uniform Commercial Code jurisdiction any applicable jurisdiction initial financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to amendments thereto that: 4.1.1. indicate the Indenture Collateral, including, without limitation, any and Collateral as all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests assets of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Borrower or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or as being of an equal or lesser scope or with greater detail; 4.1.2. Each Cocontain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization, and any organization identification number issued to Borrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-Issuer extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; and 4.1.3. contain a notification that Borrower has granted a negative pledge to Lender, and that any subsequent lienor may be tortiouously interfering with Lender’s rights; 4.1.4. advises third parties that any notification of Borrower’s Account Debtors will interfere with Lender’s collection rights. 4.2. The Borrower agrees to furnish any information necessary to accomplish of the foregoing information to Lender promptly upon the Servicer’s request. 4.3. Each Co-Issuer also hereby The Borrower ratifies and authorizes the filing on behalf of the Secured Parties of its authorization for Lender to have filed any like initial financing statement and/or financing change statement with respect to the Indenture Collateral made statements or amendments thereto if filed prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents4.4. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of The Lender may add any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect supplemental language to any such financing statement as Lender may determine to be necessary or financing change statementhelpful in acquiring or preserving rights against third parties.

Authorization to File Financing Statements. (a) Each Co-Issuer The Company hereby irrevocably authorizes the Servicer on behalf of the Secured Parties Versant at any time and from time to time to file or record in any filing office in Uniform Commercial Code jurisdiction any applicable jurisdiction initial financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to amendments thereto that: (i) indicate the Indenture Collateral, including, without limitation, any and Collateral as all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests assets of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Company or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or as being of an equal or lesser scope or with greater detail. Each Co; (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether the Company is an organization, the type of organization, and any organization identification number issued to the Company and, (y) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-Issuer extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; (iii) contain a notification that the Company has granted a negative pledge to Versant, and that any subsequent lien or may be tortiously interfering with Versant's rights; and (iv) advises third parties that any notification of the Company's Account Debtors will interfere with Versant's collection rights. (b) The Company agrees to furnish any information necessary to accomplish of the foregoing information to Versant promptly upon the Servicer’s request. Each Co-Issuer also hereby . (c) The Company ratifies and authorizes the filing on behalf of the Secured Parties of its authorization for Versant to have filed any like initial financing statement and/or financing change statement with respect to the Indenture Collateral made statements or amendments thereto if filed prior to the date hereof. (bd) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of Versant may add any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect supplemental language to any such financing statement as Versant may determine to be necessary or financing change statementhelpful in acquiring or preserving rights against third parties.

Authorization to File Financing Statements. (a) Each Co-Issuer Guarantor hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time to file or record without the signature of such Guarantor to the extent permitted by applicable law in any filing office (including, without limitation, the PTO) in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments (or, with respect to the Indenture Mortgages on the Contributed Owned Real Property, upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative)) with respect to the Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)) of the Base Indenture), to perfect (or, in the case of the Mortgages, grant) the security interests of the Trustee for the benefit of the Secured Parties under this Base IndentureAgreement. Each Co-Issuer Guarantor authorizes the filing of any such financing statement, financing change statementother filing, recording document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, IP or (b) as being of an equal or lesser scope or with greater detail. Each Co-Issuer Guarantor agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerTrustee’s request. Each Co-Issuer Guarantor also hereby ratifies and authorizes the filing by or on behalf of the Trustee or any Secured Parties Party of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer Guarantor acknowledges that the Indenture Collateral under this Agreement includes certain rights of such Co-Issuer the Guarantors as a secured party parties under the Transaction Related Documents. Each Co-Issuer Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Issuer hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-The Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each Co-The Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-The Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-the Issuer as a secured party under the Transaction Documents. Each Co-The Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each The IssuerEach Co-Issuer hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each The IssuerEach Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each The IssuerEach Co-Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each The IssuerEach Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each The IssuerEach Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such the Issuersuch Co-Issuer as a secured party under the Transaction Documents. Each The IssuerEach Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer of the Borrowers and the Guarantors hereby irrevocably authorizes the Servicer on behalf of the Secured Parties Agents at any time and from time to time during the period in which any Credit Obligations or the Lenders’ commitment to file or record make Loans under the Credit Agreement are outstanding, to file, in any filing office in any applicable Uniform Commercial Code jurisdiction where the filing of an initial financing statements, financing change statements, and other filing statement is necessary or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), desirable to perfect the security interests interest of the Trustee Agents in the collateral for the benefit Credit Obligations, any initial financing statements and amendments thereto that (a) indicate the collateral (i) as all assets of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party each Borrower and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Guarantor or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall collateral falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUniform Commercial Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower or Guarantor is an organization, the type of organization and any organization identification numbers issued to such Borrower or Guarantor, and, (ii) in the case of a financing statement filed as a fixture filing or indicating collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the collateral relates. Each Co-Issuer of the Borrowers and the Guarantors agrees to furnish any such information necessary to accomplish the foregoing promptly Agents as soon as reasonably practicable upon the Servicer’s Agents’ request. Each Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of Borrowers and the Guarantors also ratifies its authorization for the Agents to have filed in any Uniform Commercial Code jurisdiction any like initial financing statement and/or financing change statement with respect to the Indenture Collateral made statements or amendments thereto if filed prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights . The provisions of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative this Section 8 shall apply mutatis mutandis with respect to all PPSA financing statements and/or so that the Agents shall be authorized in the same manner to file PPSA financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such amendments thereto in any PPSA jurisdiction, and all previous PPSA financing statementsstatements and amendments thereto are ratified. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Issuer hereby irrevocably authorizes the Servicer Trustee on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-The Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral (a) includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or (b) as being of an equal or lesser scope or with greater detail. Each Co-The Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerTrustee’s request. Each Co-The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties Parties, of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Issuer acknowledges that the Indenture Collateral includes may include certain rights of such Co-the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents. Each Co-, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer Controlling Class Representative on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each of the Co-Issuer Issuers hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each of the Co-Issuer Issuers irrevocably authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the collateral covered thereby includes the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, IP or (b) as being of an equal or lesser scope or with greater detail. Each of the Co-Issuer Issuers hereby agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each The Co-Issuer Issuers also hereby ratifies ratify and authorizes authorize the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes may include certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each To the extent a Co-Issuer is a secured party under the Transaction Documents, each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer Control Party on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Issuer hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-The Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral (a) includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or (b) as being of an equal or lesser scope or with greater detail. Each Co-The Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each Co-The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties Parties, of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Issuer acknowledges that the Indenture Collateral includes may include certain rights of such Co-the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents. Each Co-, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer Control Party on behalf of the Secured Parties (acting at the direction of the Controlling Class Representative) to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer hereby 6.1 The Borrowers irrevocably authorizes the Servicer on behalf Lender to file in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that: 6.1.1 Indicate the Collateral as all assets of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” Borrowers or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or as being of an equal or lesser scope or with greater detail. Each Co; 6.1.2 Contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Borrowers is an organization, the type of organization, and any organization identification number issued to the Borrowers and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral to be as-Issuer extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; 6.1.3 Contain a notification that the Borrowers have granted a negative pledge to the Lender, and that any subsequent lien holder may be tortuously interfering with Lender’s rights; 6.1.4 Advises third parties that any notification of Borrowers’ Account Debtors will interfere with Lender’s collection rights. 6.2 The Borrower agrees to furnish any information necessary to accomplish of the foregoing information to the Lender promptly upon request; 6.2.1 The Borrower ratifies its authorization for the Servicer’s request. Each Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of Lender to have filed any like initial financing statement and/or financing change statement with respect to the Indenture Collateral made statements or amendments thereto if filed prior to the date hereof.; and (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of 6.2.2 The Lender may add any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect supplemental language to any such financing statement as Lender may determine to be necessary or financing change statementhelpful in acquiring or preserving rights against third parties.

Authorization to File Financing Statements. (a) Each Co-The Master Issuer hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office (including, without limitation, the PTO) in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture CollateralCollateral (other than any Real Estate Assets and Non-Perfected IP), including, without limitation, any and all Securitization IP Core Marks (only to the extent set forth in Section 8.25(c) and Section 8.25(d)), to perfect or record evidence of the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-The Master Issuer authorizes the filing of any such financing statement, financing change statementother filing, recording document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) other than with respect to DD Franchisor, “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each Co-The Master Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Master Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-the Master Issuer as a secured party parties under the Transaction Related Documents. Each Co-The Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer The Issuers hereby irrevocably authorizes authorize the Servicer Back-Up Manager on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), including to perfect or record evidence of the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes The Issuers authorize the filing of any such financing statement, financing change statementother filing, recording document or instrument naming the Trustee as secured party and (a) indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicable, including, without limitation, any and all Securitization IPUCC, or (b) indicating the Indenture Collateral as being of an equal or lesser scope or with greater detail. Each Co-Issuer agrees The Issuers agree to furnish any information necessary to accomplish the foregoing promptly upon the ServicerBack-Up Manager’s request. Each Co-Issuer The Issuers also hereby ratifies ratify and authorizes authorize the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges The Issuers acknowledge that the Indenture Collateral includes certain rights of such Co-Issuer the Issuers as a secured party parties under the Transaction Documents. Each Co-Issuer The Issuers hereby irrevocably appoints appoint the Trustee as its their representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes authorize the Servicer Back-Up Manager on behalf of and for the benefit of the Secured Parties to make such filings as it deems necessary to reflect the Trustee Trustee, as assignee thereof, as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer Guarantor hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base IndentureAgreement. Each Co-Issuer Guarantor authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detail. Each Co-Issuer Guarantor agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each Co-Issuer Guarantor also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer Guarantor acknowledges that to the Indenture extent the Collateral includes certain rights of such Co-Issuer the Guarantors as a secured party parties under the Transaction Related Documents. Each Co-Issuer , each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer Control Party on behalf of and for the benefit of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer Guarantor hereby irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time to file or record in any filing office (including, without limitation, the PTO) in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture CollateralCollateral (other than any Real Estate Assets and Non-Perfected IP), including, without limitation, any and all Securitization IP Core Marks (only to the extent set forth in Section 8.25(c)) and Section 8.25(d) of the Base Indenture), to perfect or record evidence of the security interests of the Trustee for the benefit of the Secured Parties under this Base IndentureAgreement. Each Co-Issuer Guarantor authorizes the filing of any such financing statement, financing change statementother filing, recording document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) other than with respect to DD Franchisor, “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, IP or (b) as being of an equal or lesser scope or with greater detail. Each Co-Issuer Guarantor agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-Issuer Guarantor also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer Guarantor acknowledges that the Indenture Collateral under this Agreement includes certain rights of such Co-Issuer the Guarantors as a secured party parties under the Transaction Related Documents. Each Co-Issuer Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings as it deems they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Master Issuer hereby irrevocably authorizes the Servicer Control Party (acting at the direction of the Controlling Class Representative) on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture; provided, that with respect to applications and registrations for Intellectual Property, this authorization is applicable only with respect to U.S. registrations and applications for Patents, Copyrights and Trademarks. Each Co-The Master Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detail. Each Co-The Master Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s requestrequest (acting at the direction of the Controlling Class Representative). Each Co-The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Master Issuer acknowledges that to the extent the Indenture Collateral includes certain rights of such Co-the Master Issuer as a secured party under the Transaction Related Documents. Each Co-, the Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer Control Party (acting at the direction of the Controlling Class Representative) on behalf of and for the benefit of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each The Co-Issuer Issuers hereby irrevocably authorizes the Servicer on behalf of authorize the Secured Parties at any time and from time to time during the term of this Indenture to file or record in any filing office in any applicable jurisdiction financing statementsjurisdiction, including the PTO, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c))IP, to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IPIP (other than applications for Trademarks as described in Section 3.1(a)(v) above), or (b) as being of an equal or lesser scope or with greater detail. Each The Co-Issuer agrees Issuers agree to furnish any information necessary to accomplish the foregoing promptly upon the ServicerTrustee’s request. Each The Co-Issuer Issuers also hereby ratifies ratify and authorizes authorize the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such the Co-Issuer Issuers as a secured party parties under the Transaction Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer hereby irrevocably Pursuant to any applicable law, each Grantor authorizes the Servicer on behalf of the Secured Parties at any time and from time to time Collateral Agent to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and continuation statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, Collateral without limitation, any the signature of such Grantor in such form and all Securitization IP (to in such offices as the extent set forth in Section 8.25(c)), Collateral Agent reasonably determines reasonably necessary or appropriate to perfect the security interests of the Trustee for the benefit of the Secured Parties Collateral Agent under this Base IndentureAgreement. Each Co-Issuer Grantor (other than the Pledgor and the Borrower) authorizes the filing of any such financing statement, financing change statement, document or instrument naming Collateral Agent to use the Trustee as secured party and indicating that the Indenture Collateral includes collateral description “all assets” , “all present and after-acquired personal property” or words “all assets,” in each case “whether now owned or hereafter acquired and wherever located,” in any such financing statements. The Borrower authorizes the Collateral Agent to use the collateral description in Section 4 hereof and to include the exclusions described in clause (ii) of similar effect or import regardless of whether the proviso thereof. Pledgor authorizes the Collateral Agent in any particular assets comprised such financing statements to use the collateral descriptions in the Indenture Collateral fall within the scope subsections of Article 9 Section 4 hereof referred to in clause (i) of the UCC proviso of the introductory paragraph of Section 3 herein but such collateral description does not have to exclude or describe as excluded any property described in the PPSA, as applicableproviso after the last item of Collateral in Section 3 herein, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detailthe Excluded Assets. Each Co-Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-Issuer also Grantor hereby ratifies and authorizes the filing on behalf of by the Secured Parties Collateral Agent of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereofClosing Date. (b) Each Co-Issuer acknowledges that At any time and from time to time, upon the Indenture request and at the sole cost and expense of any Grantor, the Collateral includes certain rights Agent shall execute and deliver to such Grantor or otherwise authorize the filing of such Co-Issuer instruments as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture andGrantor shall reasonably request, to the extent permitted by applicable law, waives the right to receive a copy of including any financing statement amendment, to confirm, evidence or financing change statement registered otherwise reflect in connection with this Base Indenture the public record the exclusion from the Collateral of all or any verification statement issued with respect to any portion of the property of such financing statement or financing change statementGrantor that does not constitute Collateral.

Authorization to File Financing Statements. (a) Each Co-Issuer Guarantor hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Collateral (other than Excepted Securitization IP (to the extent set forth in Section 8.25(c)), Assets) to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base IndentureAgreement. Each Co-Issuer Guarantor authorizes the filing of any such financing statement, financing change statementother filing, recording document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detail. Each Co-Issuer Guarantor agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each Co-Issuer Guarantor also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer Guarantor acknowledges that to the Indenture extent the Collateral includes certain rights of such Co-Issuer the Guarantors as a secured party parties under the Transaction Related Documents. Each Co-Issuer , each Guarantor hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer Control Party on behalf of and for the benefit of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Issuer hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-The Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or (b) as being of an equal or lesser scope or with greater detail. Each Co-The Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the ServicerControl Party’s request. Each Co-The Issuer also hereby ratifies and authorizes the filing on behalf of the Trustee for the benefit of the Secured Parties Parties, of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Issuer acknowledges that the Indenture Collateral includes may include certain rights of such Co-the Issuer as secured party under the Transaction Documents. To the extent the Issuer is a secured party under the Transaction Documents. Each Co-, the Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer Control Party on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-Issuer hereby 6.1 The Borrower irrevocably authorizes the Servicer on behalf of the Secured Parties at any time and from time to time Lender to file or record in any filing office in Uniform Commercial Code or the Personal Property Security Act, as applicable, jurisdiction any applicable jurisdiction initial financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to amendments thereto that: 6.1.1 Indicate the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument naming the Trustee Collateral as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-after acquired personal property” assets, property and undertaking of the Borrower, or words of similar effect or import effect, regardless of whether any particular assets asset comprised in the Indenture Collateral fall falls within the scope of Article 9 of the UCC or any comparable provision in the PPSAPersonal Property Security Act, as applicable, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detail. Each Co; 6.1.2 Contain any other information required by part 5 of Article 9 of the UCC or any comparable provision in the Personal Property Security Act, as applicable, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Borrower is an organization, the type of organization, and any organization identification number issued to the Borrower and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral to be as-Issuer extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates; 6.1.3 Contain a notification that the Borrower has granted a negative pledge to the Lender, and that any subsequent lien holder may be tortiously interfering with Lender’s rights (it being understood and agreed that the security interest granted by Borrower pursuant to the Factoring Documents or D▇▇▇▇▇▇ Transaction (as defined below) shall not itself be deemed tortious interference with Lender’s rights); 6.1.4 Advises third parties that any notification of Borrower’s Account Debtors will interfere with Lender’s collection rights (it being understood and agreed that, as between Lender and Factor, such notification shall be subject to the Intercreditor Agreement). 6.2 The Borrower agrees to furnish any information necessary to accomplish of the foregoing information to the Lender promptly upon request; 6.3 The Borrower ratifies its authorization for the Servicer’s request. Each Co-Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of Lender to have filed any like initial financing statement and/or financing change statement with respect to the Indenture Collateral made statements or amendments thereto if filed prior to the date hereof.; and (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such Co-Issuer as a secured party under the Transaction Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of 6.4 The Lender may add any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect supplemental language to any such financing statement as Lender may determine to be necessary or financing change statementhelpful in acquiring or preserving rights against third parties.

Authorization to File Financing Statements. (a) Each The Co-Issuer Issuers hereby irrevocably authorizes the Servicer on behalf of authorize the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c))or Overseas IP, to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture. Each Co-Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral includes (a) “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IPIP or Overseas IP (other than applications for Trademarks as described in Section 3.1(a)(iv) above), or (b) as being of an equal or lesser scope or with greater detail. Each The Co-Issuer agrees Issuers agree to furnish any information necessary to accomplish the foregoing promptly upon the ServicerTrustee’s request. Each The Co-Issuer Issuers also hereby ratifies ratify and authorizes authorize the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-Issuer acknowledges that the Indenture Collateral includes certain rights of such the Co-Issuer Issuers as a secured party parties under the Transaction Related Documents. Each Co-Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect such security interests and authorizes the Servicer on behalf of the Secured Parties to make such filings as it deems they deem necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.

Authorization to File Financing Statements. (a) Each Co-The Master Issuer hereby irrevocably authorizes the Servicer Control Party on behalf of the Secured Parties at any time and from time to time to file or record in any filing office in any applicable jurisdiction financing statements, financing change statements, statements and other filing or recording documents or instruments with respect to the Indenture Collateral, including, without limitation, any and all Securitization IP (to the extent set forth in Section 8.25(c)), Collateral to perfect the security interests of the Trustee for the benefit of the Secured Parties under this Base Indenture; provided that with respect to Intellectual Property, this authorization is applicable only in Perfected Countries. Each Co-The Master Issuer authorizes the filing of any such financing statement, financing change statement, document or instrument statement naming the Trustee as secured party and indicating that the Indenture Collateral includes “all assets” , “all present and after-acquired personal property” or words of similar effect or import regardless of whether any particular assets comprised in the Indenture Collateral fall within the scope of Article 9 of the UCC or the PPSA, as applicableUCC, including, without limitation, any and all Securitization IP, or as being of an equal or lesser scope or with greater detail. Each Co-The Master Issuer agrees to furnish any information necessary to accomplish the foregoing promptly upon the Servicer’s request. Each Co-The Master Issuer also hereby ratifies and authorizes the filing on behalf of the Secured Parties of any financing statement and/or financing change statement with respect to the Indenture Collateral made prior to the date hereof. (b) Each Co-The Master Issuer acknowledges that to the extent the Indenture Collateral includes certain rights of such Co-the Master Issuer as a secured party under the Transaction Related Documents. Each Co-, the Master Issuer hereby irrevocably appoints the Trustee as its representative with respect to all financing statements and/or financing change statements filed to perfect or record evidence of such security interests and authorizes the Servicer on behalf of and for the benefit of the Secured Parties to make such filings as it deems necessary to reflect the Trustee as secured party of record with respect to such financing statements. (c) Each Co-Issuer acknowledges receipt of an executed copy of this Base Indenture and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement or financing change statement registered in connection with this Base Indenture or any verification statement issued with respect to any such financing statement or financing change statement.. ARTICLE IV