Common use of Certain Agreements of Pledgors As Issuers and Holders of Equity Interests Clause in Contracts

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King Rights, to the transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. Table of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (ai) In the case of each Pledgor which that is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (bii) In the case of each Pledgor which that is a partner, shareholder member or member, as the case may be, holder of any Equity Interests in a partnership, limited liability company or other entityentity that is not an Excluded Asset, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Documents of such Pledgor to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities Interests in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default following notice from the Collateral Agent (acting at the direction of the Trustee or the majority in aggregate principal amount of the then outstanding Indenture Obligations) (although no such notice shall be required if an Event of Default under Section 6.01(9) or (10) of the Indenture shall exist and subject to the Burger King Rightsbe continuing), to the transfer of such Pledged Securities Interests to the Administrative Collateral Agent or its nominee and to the substitution of the Administrative Collateral Agent or its nominee as a substituted partner, shareholder member or member holder of Equity Interests in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, a limited partner, shareholder member or memberholder of Equity Interests, as the case may be. Table of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King RightsDefault, to the transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. Table ; provided, however, that, solely in the case of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERALthe Harko CV Equity Interests, if and to the extent, if ever, the Harko CV Equity Interests become Collateral hereunder (i) the Harko CV Equity Interests shall not be transferred to the Administrative Agent or any nominee, and (ii) neither the Administrative Agent nor any nominee of the Administrative Agent shall be admitted as a partner of Harko CV in the case of each of clauses (i) and (ii) without the prior consent of the Harko CV Partners.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and Default, subject to the Burger King Rightsterms of the Intercreditor Agreement and after Discharge of the First Lien Obligations, to the transfer of such Pledged Securities to the Administrative Collateral Agent or its nominee and to the substitution of the Administrative Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. Table of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor hereby agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it, including (i) complying with any instruction received by it from the Administrative Agent in writing without any further consent of such Pledgor, and (ii) upon the occurrence and during the continuance of an Event of Default, the payment of any dividends or other payments with respect to the Pledged Securities issued by it directly to the Administrative Agent. (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document Organization Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King RightsDefault, to the transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. Table of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (ai) In the case of each Pledgor which that is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (bii) In the case of each Pledgor which that is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entityentity that is an issuer of Pledged Securities, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King RightsDefault, to the transfer of such Pledged Securities to the Administrative Collateral Agent or its nominee and to the substitution of the Administrative Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. Table ; provided, however, that upon any waiver of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERALsuch Event of Default, the Collateral Agent will transfer such Pledged Securities back to the respective Pledgor to the extent not previously disposed of or transferred as permitted hereunder.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (a) In the case of each Pledgor which that is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (b) In the case of each Pledgor which that is a partner, shareholder member or member, as the case may be, holder of any Equity Interests in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Documents of such Pledgor to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities Interests owned by such other Pledgor in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King RightsDefault, to the transfer of such Pledged Securities Interests to the Administrative Noteholder Collateral Agent or its nominee and to the substitution of the Administrative Noteholder Collateral Agent or its nominee as a substituted partner, shareholder member or member holder of Equity Interests in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder member or memberholder of Equity Interests, as the case may be. Table ; provided, that prior to the Discharge of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERALABL Obligations and to the extent required by the Intercreditor Agreement, the requirements for delivery under this paragraph shall be deemed to have been satisfied by the transfer of such Pledged Interests to the ABL Agent or its nominee and to the substitution of the ABL Agent or its nominee as a substituted partner, member or holder of Equity Interests in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, member or holder of Equity Interests.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (a) In the case of each Pledgor which that is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (b) In the case of each Pledgor which that is a partner, shareholder member or member, as the case may be, holder of any Equity Interests in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Documents of such Pledgor to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities Interests owned by such other Pledgor in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King RightsDefault, to the transfer of such Pledged Securities Interests to the Administrative Noteholder Collateral Agent or its nominee and to the substitution of the Administrative Noteholder Collateral Agent or its nominee as a substituted partner, shareholder member or member holder of Equity Interests in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder member or memberholder of Equity Interests, as the case may be. Table ; provided, that prior to the applicable Senior Obligations Payment Date and to the extent required by the Intercreditor Agreement, the requirements for delivery under this paragraph shall be deemed to have been satisfied by the transfer of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERALsuch Pledged Interests to the Senior Representative or its nominee and to the substitution of the Senior Representative or its nominee as a substituted partner, member or holder of Equity Interests in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, member or holder of Equity Interests.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document Organization Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King RightsDefault, to the transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. (c) No Pledgor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Securities or Organization Document related thereto, or enter into any agreement or permit to exist any restriction with respect to any Pledged Securities if the same is prohibited pursuant to the Loan Documents. (d) Each Pledgor agrees that it will cooperate with Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law to effect the perfection of the security interest on the Pledged Securities or to effect any sale or transfer thereof. (e) As to all Pledged Securities comprising of limited liability company or partnership interests, issued under any Organization Documents related thereto, each Pledgor hereby covenants that the Pledged Securities issued pursuant to such agreement (i) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (ii) do not and will not constitute investment company securities, and (iii) are not and will not be held by such Pledgor in a securities account. Table In addition, none of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERALthe Organization Documents related to the Pledged Securities comprising of limited liability company or partnership interests provide or shall provide that such Pledged Securities are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (ai) In the case of each Pledgor which that is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (bii) In the case of each Pledgor which that is a partner, shareholder member or member, as the case may be, holder of any Equity Interests in a partnership, limited liability company or other entityentity the Equity Interests of which are not Excluded Property, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Documents of such Pledgor to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities Interests in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to after the Burger King RightsDischarge of the Senior Obligations, to the transfer of such Pledged Securities Interests to the Administrative Collateral Agent or its nominee and to the substitution of the Administrative Collateral Agent or its nominee as a substituted partner, shareholder member or member holder of Equity Interests in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, a limited partner, shareholder member or memberholder of Equity Interests, as the case may be. Table of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor Pledgor, to the fullest extent permitted by applicable Requirements of Law, agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it. (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King RightsDefault, to the transfer of such Pledged Securities to the Administrative Collateral Agent or its nominee and to the substitution of the Administrative Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be. Table , subject to compliance with the provisions of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERALSection 13 hereof and all applicable Requirements of Law.

Certain Agreements of Pledgors As Issuers and Holders of Equity Interests. (ai) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor (a) agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply in all material respects with such terms insofar as such terms are applicable to it; (b) agrees promptly to note on its books the security interests granted to the Collateral Trustee and confirmed under the Security Agreement, (c) agrees that it will comply with instructions of the Collateral Trustee with respect to the applicable Securities Collateral without further consent by the applicable Pledgor, (d) agrees to notify the Collateral Trustee upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is adverse to the interest of the Collateral Trustee therein and (e) waives any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of any Securities Collateral thereunder in the name of the Collateral Trustee or its respective nominee or the exercise of voting rights by the Collateral Trustee or its respective nominee. (bii) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, partner in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable organization document Organizational Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities Interests in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default and subject to the Burger King RightsDefault, to the transfer of such Pledged Securities Interests to the Administrative Agent Collateral Trustee or its nominee and to the substitution of the Administrative Agent Collateral Trustee or its nominee as a substituted partner, shareholder partner or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, partner or a limited partner, shareholder partner or member, as the case may be. Table of Contents ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL.