Additional Securitization Entity. (a) Any Co-Issuer in accordance with and as permitted under the Related Documents, may form or cause to be formed an Additional Securitization Entity without the consent of the Control Party; provided that such Additional Securitization Entity is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted Charter Documents substantially similar to the Charter Documents of the Securitization Entities that are Delaware limited liability companies or Delaware corporations, as applicable, as in existence on the Closing Date.
Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted Charter Documents substantially similar to the Charter Documents of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Franchise Assets or real property assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or hold such future assets.
Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets.
Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets. (b) If the Master Issuer desires to create, incorporate, form or otherwise organize an Additional Securitization Entity that does not comply with the requirements of the proviso set forth in clause (a) above, the Master Issuer shall first obtain the prior written consent of the Control Party, such consent not to be unreasonably withheld; provided that the Master Issuer shall deliver a copy of any such prior written consent to each Rating Agency for each Series of Notes Outstanding (with a copy to the Servicer). (c) In connection with the organization of any Additional Securitization Entity in conjunction with clause (a) or (b) above, the Master Issuer may (i) designate such Additional Securitization Entity as a “franchisor” or (ii) elect to apply the provisions hereunder and under the other Related Documents applicable to any then-existing Securitization Entity to such Additional Securitization Entity;
Additional Securitization Entity. (a) The Master Issuer in accordance with and as permitted under the Related Documents, and upon prior written notice to each Rating Agency, may form or accept as a capital contribution or cause to be formed or accepted as a capital contribution Additional Securitization Entities without the consent of the Control Party; provided that such Additional Securitization Entity is a Delaware limited liability company or a Delaware corporation (so long as the use of such corporate form is reasonably satisfactory to the Control Party) and has adopted Charter Documents substantially similar to the Charter Documents (including Specified Bankruptcy Opinion Provisions) of the Securitization Entities that are Delaware limited liability companies as in existence on the Closing Date; provided, further, that such Additional Securitization Entity holds Securitized Assets or is being established in order to act as a franchisor with respect to future New Franchise Agreements or to hold future assets.
Additional Securitization Entity. (a) The Issuer, in accordance with and as permitted under the Transaction Documents, may form or cause to be formed Additional Securitization Entities without the consent of the Control Party, at the election of the Manager, in respect of (i) any Securitization-Owned Restaurants and/or other income producing properties, including real property, contributed to or acquired by the Securitization Entities pursuant to documentation reasonably acceptable to the Trustee and the Control Party and (ii) contributions to, or acquisitions by, the Securitization Entities of Future Brands, or acquisitions of additional franchise brand Subsidiaries (which may include international Subsidiaries) in connection with Future Brands. At the time any Additional Securitization Entity is created or acquired, or any Future Brand is contributed into or acquired by any Additional Securitization Entity or any other Securitization Entity, the definitions of “Issuer Subsidiaries”, “Arby’s Brand” and “Securitization IP” shall be read to include such Additional Securitization Entity and Future Brand, respectively.
Additional Securitization Entity. As to the Borrower or any of its Subsidiaries, (i) CLIF, (ii) XXXX XX, (iii) CLIF III, (iv) a special purpose bankruptcy-remote corporation, partnership, trust, limited liability company or other business entity that is formed by and will remain wholly owned by the Borrower or any Subsidiary for the sole and exclusive purpose of purchasing or financing assets of the Borrower and/or its Subsidiaries pursuant to a Permitted Securitization, or (v) a special purpose corporation, partnership, trust, limited liability company or other business entity that is formed by and will remain wholly owned by the Borrower for the sole and exclusive purpose of purchasing or financing assets of the Borrower and/or its Subsidiaries pursuant to a Permitted Securitization described in clause (c) of the definition thereof.
Additional Securitization Entity. The Issuers shall cause any Additional PledgeCo and Additional License Holder to execute and deliver to the Trustee a GCA Joinder Agreement. The execution and delivery of a GCA Joinder Agreement pursuant to this Section 14.18 shall not constitute an amendment or modification to the Guarantee and Collateral Agreement for purposes of Section 13.3 or an action by the Trustee under the Indenture or other Transaction Document for purposes of Section 14.2, such execution and delivery of the GCA Joinder Agreement by the Trustee shall be deemed authorized and permitted by this Base Indenture and the other Transaction Documents and all conditions precedent set forth in the Base Indenture and the other Transaction Documents with respect thereto shall been deemed to have been satisfied.
Additional Securitization Entity. As to the Borrower or any of its Subsidiaries, a special purpose bankruptcy-remote corporation, partnership, trust, limited liability company or other business entity that is formed by and will remain wholly owned by the Borrower or any Subsidiary for the sole and exclusive purpose of purchasing or financing assets of the Borrower and/or its Subsidiaries pursuant to a Permitted Securitization.
