Common use of Appointment of Sub-managers Clause in Contracts

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub-manager”) to provide the Services hereunder; provided, other than with respect to a Sub-managing Arrangement with an Affiliate of the Manager, that no Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such sub-manager executes and delivers an agreement, in form and substance reasonably satisfactory to the Control Party, to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing Arrangement shall be terminable by the Control Party upon a Manager Termination Event and shall contain transitional servicing provisions substantially similar to those provided in Section 6.3, (iii) a written notice has been provided to the Trustee, the Back-Up Manager and the Control Party and (iv) such Sub-managing Arrangement, or assignment and assumption by such Sub-manager, satisfies the Rating Agency Condition. The Manager shall not enter into any Sub-managing Arrangement which delegates the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Brands and Branded Restaurants to any Person that is not an Affiliate without receiving the prior written consent of the Control Party. Notwithstanding anything to the contrary herein or in any Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub-managing Arrangement.

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing management Arrangements with third parties (including Affiliates) (each, a “Sub-manager”) to provide any of the Services hereunder; providedprovided that, other than with respect to a Sub-managing management Arrangement with an Affiliate of the Manager, that no Sub-managing management Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control PartyParty (not unreasonably withheld or delayed), (ii) such subSub-manager executes and delivers an agreement, in form and substance reasonably satisfactory to the Control Party, to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing management Arrangement shall be terminable by the Control Party upon a Manager Termination Event and shall contain transitional servicing provisions substantially similar to those provided in Section 6.2 and intellectual property provisions substantially similar to those provided in Section 6.3, and (iii) a written notice has been provided to the Trustee, the Back-Up Manager Manager, the Sub-manager and the Control Party and (iv) such Sub-managing Arrangement, or assignment and assumption by such Sub-manager, satisfies the Rating Agency ConditionParty. The Manager shall not enter into any Sub-managing management Arrangement which delegates the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Brands Franchise Holder, Taco Xxxx Franchisor, IP Holder and Branded Restaurants as a whole to any Person that is not an Affiliate without receiving the prior written consent of the Control Party. The Manager may delegate to any Sub-management administration of any Management Account; provided that, prior to accepting instructions from any such Sub-manager regarding any such Managed Account, the Trustee may require that such Sub-manager provide all applicable know-your-customer documentation required by the Trustee. Notwithstanding anything to the contrary herein or in any Sub-managing management Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub-managing management Arrangement.

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub-manager”) to provide the Services hereunder; provided, other than with respect to a Sub-managing Arrangement with an Affiliate of the Manager, that no Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such sub-manager executes and delivers an agreement, in form and substance reasonably satisfactory to the Control Party, to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing Arrangement shall be terminable by the Control Party (acting at the direction of the Controlling Class Representative) upon a Manager Termination Event and shall contain disentanglement and transitional servicing provisions substantially similar to those provided in Section 6.3, (iii) a written notice has been provided to the Trustee, the Back-Up Manager and the Control Party and (iv) such Sub-managing Arrangement, or assignment and assumption by such Sub-manager, satisfies the Rating Agency Condition, if applicable. The Manager shall not enter into any Sub-managing Arrangement which delegates the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Brands and Branded Restaurants to any Person that is not an Affiliate without receiving the prior written consent of the Control Party. Notwithstanding anything to the contrary herein or in any Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub-managing Arrangement.

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub-manager”) to provide the Services hereunder; provided, other than with respect to a Sub-managing Arrangement with an Affiliate of the Manager, that no Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such sub-manager executes and delivers an agreement, in form and substance reasonably satisfactory to the Control Party, to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing Arrangement shall be terminable by the Control Party upon a Manager Termination Event and shall contain transitional servicing provisions substantially similar to those provided in Section 6.36.3 and intellectual property provisions substantially similar to those provided in Section 6.4, (iii) a written notice has been provided to the Trustee, the Back-Up Manager and the Control Party and (iv) such Sub-managing Arrangement, or assignment and assumption by such Sub-manager, satisfies the Rating Agency Condition. The Manager shall not enter into any Sub-managing Arrangement which delegates the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Driven Securitization Brands and Branded Restaurants Locations to any Person that is not an Affiliate without receiving the prior written consent of the Control Party. The Manager may delegate to any Sub-manager administration of any Management Account established by any Canadian Securitization Entity or the Manager, provided that prior to accepting instructions from any such Sub-manager regarding any such Managed Account, the Trustee may require that such Sub-manager provide all applicable know-your-customer documentation required by the Trustee. Notwithstanding anything to the contrary herein or in any Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub-managing Arrangement.

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub-manager”) to provide the Services hereunderManagement Arrangements; providedprovided that, other than with respect to a Sub-managing Management Arrangement with an Affiliate of the Manager, that no Sub-managing Management Arrangement shall be effective unless and until until: (i) the Manager receives the consent of the Control Party, ; (ii) such subSub-manager Manager executes and delivers an agreement, in form and substance reasonably satisfactory to the Control Party, agreement to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing Management Arrangement shall be terminable by the Control Party upon a Manager Termination Event and shall contain transitional servicing disentanglement provisions substantially similar to those provided in Section 6.3, SECTION 7.2 herein; and (iii) a written notice has been provided to the Trustee, the Back-Up Manager and the Control Party and (iv) Rating Agencies have confirmed that such Sub-managing Management Arrangement, or assignment and assumption by such Sub-managerManager, satisfies meets the Rating Agency Condition. The Manager shall not enter into any Sub-managing Arrangement which delegates Subject to the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Brands and Branded Restaurants to any Person that is not an Affiliate without receiving the prior written consent right of the Control Party. Notwithstanding anything Party to elect to continue the contrary herein or in any Sub-managing Management Arrangement, all Sub-Management Arrangements with an Affiliate of the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any automatically terminate upon the termination of the Manager pursuant to SECTION 7.1(b). Notwithstanding the foregoing, the Sub-managing ArrangementManagement Arrangements entered into by the Manager with the U.K. Sub-Manager and the Ad Fund Administrator, respectively, shall become effective on the date hereof.

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing Arrangements with third parties (including Affiliates) (each, a “Management Arrangements; provided that the Manager will be required to remain primarily and directly liable for the performance of its obligations under this Agreement notwithstanding any such Sub-manager”) to provide the Services hereunderManagement Arrangement; provided, further, that other than with respect to a Sub-managing Management Arrangement with an Affiliate of the Manager, that no Sub-managing Management Arrangement shall be effective unless and until until: (i) the Manager receives the consent of the Control Party, ; (ii) such subSub-manager Manager executes and delivers an agreement, agreement in form and substance reasonably satisfactory to the Control Party, Party to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing Management Arrangement shall be terminable by the Control Party upon a Manager Termination Event and shall contain transitional servicing disentanglement provisions substantially similar to those provided in Section 6.3, SECTION 7.2 herein; (iii) a written notice has been provided to the Trustee, the Back-Up Manager and the Control Party Party; and (iv) each Rating Agency has confirmed that such Sub-managing Management Arrangement, or assignment and assumption by such Sub-managerManager, satisfies meets the Rating Agency Condition. The Manager shall not enter into any All Sub-managing Arrangement which delegates the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Brands and Branded Restaurants to any Person that is not Management Arrangements with an Affiliate without receiving the prior written consent of the Control Party. Notwithstanding anything to the contrary herein or in any Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub-managing Arrangementautomatically terminate upon the termination of the Manager pursuant to SECTION 7.1(b).

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing Arrangements with third parties (including Affiliates) (each, a “Management Arrangements; provided that the Manager will be required to remain primarily and directly liable for the performance of its obligations under this Agreement notwithstanding any such Sub-manager”) to provide the Services hereunderManagement Arrangement; provided, further, that other than with respect to a Sub-managing Management Arrangement with an Affiliate of the Manager, that no Sub-managing Management Arrangement shall be effective unless and until until: (i) the Manager receives the consent of the Control Party, ; (ii) such subSub-manager Manager executes and delivers an agreement, agreement in form and substance reasonably satisfactory to the Control Party, Party to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing Management Arrangement shall be terminable by the Control Party upon a Manager Termination Event and shall contain transitional servicing disentanglement provisions substantially similar to those provided in Section 6.3, 7.2 herein; (iii) a written notice has been provided to the Trustee, the Back-Up Manager and the Control Party Party; and (iv) the Rating Agencies have confirmed that such Sub-managing Management Arrangement, or assignment and assumption by such Sub-managerManager, satisfies meets the Rating Agency Condition. The Manager shall not enter into any Sub-managing Arrangement which delegates Subject to the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Brands and Branded Restaurants to any Person that is not an Affiliate without receiving the prior written consent right of the Control Party. Notwithstanding anything Party to elect to continue the contrary herein or in any Sub-managing Management Arrangement, all Sub-Management Arrangements with an Affiliate of the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub-managing Arrangementautomatically terminate upon the termination of the Manager pursuant to Section 7.1(b).

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub-manager”) to provide the Services hereunder; provided, other than with respect to a Sub-managing Arrangement with an Affiliate of the Manager, that no Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such sub-manager executes and delivers an agreement, in form and substance reasonably satisfactory to the Control Party, to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing Arrangement shall be terminable by the Control Party (acting at the direction of the Controlling Class Representative) upon a Manager Termination Event and shall contain transitional servicing provisions substantially similar to those provided in Section 6.3, (iii) a written notice has been provided to the Trustee, the Back-Up Manager and the Control Party and (iv) such Sub-managing Arrangement, or assignment and assumption by such Sub-manager, satisfies the Rating Agency Condition, if applicable. The Manager shall not enter into any Sub-managing Arrangement which delegates the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Brands and Branded Restaurants to any Person that is not an Affiliate without receiving the prior written consent of the Control Party. Notwithstanding anything to the contrary herein or in any Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub-managing Arrangement.

Appointment of Sub-managers. (a) The Manager may enter into Sub-managing Arrangements with third parties (including Affiliates) (each, a “Sub-manager”) to provide the Services hereunder; provided, other than with respect to a Sub-managing Arrangement with an Affiliate of the Manager, that no Sub-managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such sub-manager executes and delivers an agreement, in form and substance reasonably satisfactory to the Control Party, to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions to be performed or observed by the Manager under this Agreement; provided that such Sub-managing Arrangement shall be terminable by the Control Party (acting at the direction of the Controlling Class Representative) upon a Manager Termination Event and shall contain transitional servicing provisions substantially similar to those provided in Section 6.3, (iii) a written notice has been provided to the Trustee, the Back-Up Manager and the Control Party and (iv) such Sub-managing Arrangement, or assignment and assumption by such Sub-manager, satisfies the Rating Agency Condition. The Manager shall not enter into any Sub-managing Arrangement which delegates the performance of any fundamental business operations such as responsibility for the franchise development, operations and marketing strategies for the Brands and Branded Restaurants to any Person that is not an Affiliate without receiving the prior written consent of the Control Party. Notwithstanding anything to the contrary herein or in any Sub-managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection with any Sub-managing Arrangement.