Notes substantially the same
representations and warranties contained in the foregoing paragraphs; and (H) it
has executed a Purchaser's Letter substantially in the form of Exhibit D to the
Series 2016-1 Class A-1 Note Purchase Agreement.
Schedule I hereto sets forth (i) the Purchased Percentage for the Acquiring
Investor Group, (ii) the revised Commitment Amounts of the Transferor Investor
Group and the Acquiring Investor Group, and (iii) the revised Maximum Investor
Group Principal Amounts for the Transferor Investor Group and the Acquiring
Investor Group and (iv) administrative information with respect to the Acquiring
Investor Group and its related Funding Agent.
This Investor Group Supplement and all matters arising under or in any manner
relating to this Investor Group Supplement shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to
any choice of law or conflict provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other that the State of New York, and the obligations, rights
and remedies of the parties hereto shall be determined in accordance with such
law.
ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ON THE SERIES 2016-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES
2016-1 CLASS A-1 NOTE PURCHASE
C-3
AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL
PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS INVESTOR GROUP SUPPLEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Investor Group
Supplement to be executed by their respective duly authorized officers as of the
date first set forth above.
[
], as Transferor Investor Group
By:
Name:
Title
[
], as Acquiring Investor Group
By:
Name:
Title:
[
], as Funding Agent
By:
Name:
Title
C-4
CONSENTED AND ACKNOWLEDGED BY THE ISSUER:
TACO BELL FUNDING, LLC, as Issuer
By:
Name:
Title:
C-5
CONSENTED BY:
COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, as Swingline Lender
By:
Name:
Title:
COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, as L/C Provider
By:
Name:
Title:
C-6
SCHEDULE I TO
INVESTOR GROUP SUPPLEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as Transferor Investor Group
Prior Commitment Amount:
$[
]
Revised Commitment Amount:
$[
]
Prior Maximum Investor Group
Principal Amount:
$[
]
Revised Maximum Investor
Group Principal Amount:
$[
]
[
], as Acquiring Investor Group
Address:
Attention:
Telephone:
Email:
Purchased Percentage of
Transferor Investor Group's Commitment:
[
]%
Prior Commitment Amount:
$[
]
Revised Commitment Amount:
$[
]
Prior Maximum Investor Group
Principal Amount:
$[
Revised Maximum