Future Brands. The Manager may, but shall not be obligated to, create or acquire additional subsidiaries of the Issuer (“Future Securitization Entities”) after the Closing Date, in respect of (a) any non-U.S. operations or assets, (b) new Franchise Agreements and (c) acquisitions of additional franchise brand subsidiaries (which may include non-U.S. subsidiaries) in connection with Future Brands. To the extent, a franchise brand that is substantially different from the then-current business of the Securitization Entities is contributed to a Securitization Entity, the Manager and the Securitization Entities will request that the definition of “National Mexican Quick Service Restaurant Brand” herein and the Base Indenture be amended accordingly to incorporate such franchise brand.
Future Brands. The Manager may cause the Canadian Co-Issuer or Canadian Funding Holdco to create or acquire additional subsidiaries (“Future Securitization Entities”) after the Series 2020-1 Closing Date, at the election of the Manager, in respect of (i) Securitization-Owned Locations (if any) and (ii) acquisitions of additional franchise brand subsidiaries (which may include international subsidiaries) in connection with Future Brands; provided that the Manager (will be required to cause the Canadian Co-Issuer or Canadian Funding Holdco, as applicable) to contribute to one or more Canadian Securitization Entities any franchise brand, in each case, that, in the good faith determination of the Manager in accordance with the Managing Standard, is intended to compete against any Driven Securitization Brand in Canada.
Future Brands. The Manager may create or acquire additional subsidiaries of the Issuer or Franchisor Holdco (“Future Securitization Entities”) after the Series 2018-1 Closing Date, at the election of the Manager, in respect of (i) company-owned locations (if any) and (ii) acquisitions of additional franchise brand subsidiaries (which may include international subsidiaries) in connection with Future Brands; provided that (x) the Manager (on behalf of the Issuer or Franchisor Holdco) will be required to contribute to Take 5 Properties any future Take 5 Company Locations in the United States and (y) the Manager (on behalf of the Issuer or Franchisor Holdco) will be required to contribute to one or more Securitization Entities any franchise brand, in each case, that, in the good faith determination of the Manager in accordance with the Managing Standard, is intended to compete against any Driven Securitization Brand in the United States.”
Future Brands. The Manager may create or acquire additional subsidiaries of the Issuer or Franchisor Holdco (“Future Securitization Entities”) after the Series 2018-1 Closing Date, at the election of the Manager, in respect of (i) Securitization-Owned Locations (other than under the circumstances described in clause (x) of the proviso below) and (ii) acquisitions of additional franchise brand subsidiaries (which may include international subsidiaries) in connection with Future Brands; provided that (x) the Manager (on behalf of the Issuer or Franchisor Holdco) will be required to contribute to the applicable Securitization Entities any future Securitization-Owned Locations in the United States for the Take 5 Brand or Fix Auto Brand and (y) the Manager (on behalf of the Issuer or Franchisor Holdco) will be required to contribute to one or more Securitization Entities any franchise brand, in each case, that, in the good faith determination of the Manager in accordance with the Managing Standard, is intended to compete against any Driven Securitization Brand in the United States.
