Exhibit
10.2


 


MANAGEMENT
AGREEMENT


 


This
MANAGEMENT AGREEMENT, dated as of July 22, 2021 (the “Closing Date”) (as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and
among the following parties:


 





	 	a)	FAT
  Brands GFG Royalty I, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”);
	 	 	 
	 	b)	GAC
  Manufacturing, LLC, a Delaware limited liability company (“Distribution Real Estate Holder”);
	 	 	 
	 	c)	GAC
  Supply, LLC, a Delaware limited liability company (the “Existing Distributor”);
	 	 	 
	 	d)	HDOS
  Franchising, LLC, Marble Slab Franchising, LLC, GAC Franchising, LLC, PM Franchising, LLC, and Round Table Franchise Corporation (each,
  a “Franchise Entity” and together with their respective successors and assigns, the “Franchise Entities”);
	 	 	 
	 	e)	each
  of (i) HDOS Franchise Brands, LLC, a Delaware limited liability company, (ii) Marble Slab Franchise Brands, LLC, a Delaware limited
  liability company, (iii) AFB Dissolution LLC, a Delaware limited liability company, (iv) GAC Franchise Brands, LLC, a Delaware limited
  liability company, (v) MaggieMoo’s Franchise Brands, LLC, a Delaware limited liability company, (vi) PM Franchise Brands, LLC,
  a Delaware limited liability company, (vii) PT Franchise Brands, LLC, a Delaware limited liability company, (viii) MSC Corporate Holdings,
  LLC, a Delaware limited liability company, (ix) GAC Corporate Holdings, LLC, a Delaware limited liability company, (x) PM Corporate
  Holdings, LLC, a Delaware limited liability company, (xi) PT Franchising, LLC, a Delaware limited liability company, (xii) HDOS Brand
  and Marketing Fund, LLC, a Delaware limited liability company, (xiii) HDOS Showcase, LLC, a Delaware limited liability company, (xiv)
  Marble Slab Brand and Marketing Fund, LLC, a Delaware limited liability company, (xv) GAC Brand and Marketing Fund, LLC, a Delaware
  limited liability company, (xvi) MaggieMoo’s Franchising, LLC, a Delaware limited liability company, (xvii) PM Brand and Marketing
  Fund, LLC, a Delaware limited liability company, (xviii) PT Brand and Marketing Fund, LLC, a Delaware limited liability company, (xix)
  MaggieMoo’s Brand and Marketing Fund, LLC, a Delaware limited liability company, (xx) Round Table Advertising, LLC, a Delaware
  limited liability company and (xxi) Round Table Pizza, Inc., a Delaware corporation (each, an “Other Entity” and
  together with their respective successors and assigns, the “Other Entities” and, together with the Distribution
  Real Estate Holder, the Existing Distributor, the Franchise Entities and each Additional Franchise Entity that may join this Agreement
  pursuant to Section 8.16 hereof, each, a “Guarantor” and together with their respective successors and assigns,
  the “Guarantors” and, together with the Issuer, the “Securitization Entities”);
	 	 	 
	 	f)	FAT
  Brands Inc., a Delaware corporation, as Manager (in its individual capacity and as Manager, together with its successors and assigns,
  the “Manager”);
	 	 	 
	 	g)	UMB
  Bank, N.A., not in its individual capacity but solely as the indenture trustee (together with its successor and assigns, the “Trustee”);
  and
	 	 	 
	 	h)	consented
  to by Citadel SPV LLC, as Control Party.






 








Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms or incorporated by reference in Annex
A to the Base Indenture (as defined below).


 




    	 



     


    




 


RECITALS


 


WHEREAS,
the Issuer has entered into that certain Base Indenture, dated as of July 22, 2021, with the Trustee (together with the Series Supplements
thereto, and as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms
thereof, the “Indenture” or the “Base Indenture”), pursuant to which the Issuer is issuing the
Series 2021-1 Class A-2 Notes, Class B-2 Notes and Class M-2 Notes, and may issue additional series of notes from time to time (collectively,
the “Notes”) on the terms described therein;


 


WHEREAS,
the Issuer has granted to the Trustee on behalf of the Secured Parties a Lien in the Collateral owned by it pursuant to the terms of
the Indenture;


 


WHEREAS,
from and after the Closing Date, all New Assets have been and will continue to be originated by the Securitization Entities;


 


WHEREAS,
each of the Securitization Entities desires to enter into this Agreement to provide for, among other things, the managing of the respective
rights, powers, duties and obligations of the Securitization Entities under or in connection with the Contribution Agreements, the Franchise
Assets, the Securitization IP, the Real Estate Assets, the Franchisee Notes, the Equipment Leases and the Product Sourcing Assets and
each Securitization Entity’s equity interests in each other Securitization Entity owned by it and in connection with any other
assets acquired by or transferred to the Securitization Entities (collectively, the “Managed Assets”), and to enforce
such Securitization Entity’s rights and powers and perform such Securitization Entity’s duties and obligations under the
Managed Documents (as defined below) and the Transaction Documents to which it is party, all in accordance with the Managing Standard
(as defined below);


 


WHEREAS,
each of the Guarantors desires to appoint (or reappoint, as applicable) the Manager as its agent for providing comprehensive Intellectual
Property services, including filing for registration, clearance, maintenance, protection, enforcement, licensing, and recording transfers
of the Securitization IP in accordance with the Managing Standard and as provided in Section 2.1(c) and Section 4.3(b);
and


 


WHEREAS,
the Manager desires to enforce such rights and powers and perform such obligations and duties, all in accordance with the Managing Standard.


 


NOW
THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:


Article
I


DEFINITIONS


 


Section
1.1 Certain Definitions. For all purposes of
this Agreement, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in Annex A to
the Base Indenture. In addition, the following terms shall have the following meanings:


 


“Advertising
Fees” has the meaning set forth in Section 2.2(d).


 


“Advertising
Fund Account” has the meaning set forth in Section 2.2(d).


 


“After-Acquired
Securitization IP” means all Securitization IP acquired by a Guarantor after the Closing Date pursuant to an IP Licensing Agreement
or otherwise.


 


“Agreement”
has the meaning set forth in the preamble.


 




    	2



    	 



    

 


“Change
in Management” will occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date
of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include
(i) a change in such officer’s status in the ordinary course of succession so long as such officer remains affiliated with the
Manager or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation
of any officer.


 


“Change
of Control” means an event or series of events by which:


 


(a)
individuals who on the Closing Date constituted the
Board of Directors of the Manager, together with any new directors whose election by the Board of Directors or whose nomination for election
by the equity holders of the Manager was approved by a majority of the directors then still in office who were either directors or whose
election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors
of the Manager then in office; or


 


(b)
any “person” or “group” (as
such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as
such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the issued
and outstanding voting stock of the Manager, and was not the beneficial owner, directly or indirectly, of more than 50% of the total
voting power of the issued and outstanding voting stock of the Manager or its parent company, Fog Cutter Capital Group, Inc., as of the
Closing Date.


 


For
purposes of this definition, a Person shall not be deemed to have beneficial ownership of voting power of voting stock subject to a stock
purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.


 


“Company
Restaurant(s)” means any Branded Restaurant(s) that are owned and operated by one or more Non-Securitization Entity, including
Branded Restaurants that a Non-Securitization Entity reacquires from Franchisees from time to time until they can be refranchised.


 


“Company
Restaurant Licenses” means any IP license granted by a Guarantor with respect to a Company Restaurant.


 


“Confidential
Information” means trade secrets and other information (including know how, ideas, techniques, recipes, formulas, customer
lists, customer information, financial information, business methods and processes, marketing plans, specifications, and other similar
information as well as internal materials prepared by the owner of such information containing or based, in whole or in part, on any
such information) that is confidential and proprietary to its owner and that is disclosed by one party to an agreement to another party
thereto whether in writing or disclosed orally, and whether or not designated as confidential.


 


“Controlled
Group” means any group of trades or businesses (whether or not incorporated) under common control that is treated as a single
employer for purposes of Section 302 or Title IV of ERISA.


 


“Current
Practice” means, in respect of any action or inaction, the practices, standards and procedures of the Securitization Entities
or the Manager on their behalf as performed since the Closing Date.


 


“Defective
New Asset” means any New Asset that does not satisfy the applicable representations and warranties of ARTICLE V hereof
on the New Asset Addition Date for such New Asset.


 




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“Development
Agreement” means a development agreement for a Branded Restaurant pursuant to which a Franchisee, developer or other Person
obtains the rights to develop (in order to operate as a Franchisee) one or more Branded Restaurants within a designated geographical
area.


 


“Discloser”
has the meaning set forth in Section 7.1.


 


“Disentanglement”
has the meaning set forth in Section 6.3(a).


 


“Disentanglement
Period” means the period commencing on the (A) delivery of the Termination Notice to the Manager or (B) delivery of a resignation
notice by the Manager and ending on the date on which a Successor Manager or the re-engaged Manager assumes all of the obligations of
the Manager under this Agreement.


 


“Distribution
Real Estate Holder” has the meaning set forth in the preamble.


 


“Distributor”
means any distributor (including the Existing Distributor) of Products to Franchisees, Company Restaurants or any other Persons.


 


“Employee
Benefit Plan” means any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, established,
maintained or contributed to by the Manager, or with respect to which the Manager has any liability.


 


“Equipment
Lease” means any equipment lease pursuant to which a Franchisee leases from a Securitization Entity equipment used to operate
a Branded Restaurant, together with any residual interest in the related equipment and any security interest in such equipment. “


 


“Existing
Distributor” has the meaning set forth in the preamble.


 


“Franchise
Agreements” means a franchise agreement whereby a Franchisee agrees to operate a Branded Restaurant.


 


“Franchise
Entities” has the meaning set forth in the preamble.


 


“Franchised
Restaurant Business” means the business of franchising or licensing Branded Restaurants located in the United States, the manufacturing
and sale of Products for use at Branded Restaurants located in the United States and the provision of ancillary goods and services in
connection therewith.


 


“Franchised
Restaurant Leases” means (a) leases from landlords unaffiliated with the Securitization Entities in respect of which a Securitization
Entity is the prime lessee and a Franchisee or other Person is the sub-lessee executed or acquired by such Securitization Entity and
(b) leases or subleases in respect of which a Securitization Entity is the lessor or sublessor and a Franchisee or other Person is the
lessee or sublessee.


 


“Franchised
Restaurants” means a Branded Restaurant owned and operated by a Franchisee.


 


“Franchisee
Note” means any franchisee note entered into by a Securitization Entity or any franchisee note or other franchisee financing
agreement entered into in order to finance the payment of franchisee fees or other amounts owing by a Franchisee.


 


“Guarantors”
has the meaning set forth in the preamble.


 


“Indemnitee”
has the meaning set forth in Section 2.7(a).


 


“Indenture”
has the meaning set forth in the recitals.


 




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“Independent
Auditors” has the meaning set forth in Section 3.2.


 


“IP
License Agreement” means any license to or for the use of Intellectual Property to which a Guarantor is a party.


 


“IP
Services” means (i) performing and exercising each Guarantor’s rights and obligations under any IP License Agreement
(and any other agreements pursuant to which each Guarantor licenses the use of any Securitization IP); and (ii) acquiring, developing,
managing, maintaining, protecting, enforcing, defending, licensing, sublicensing and undertaking such duties and services as may be necessary
in connection with the Securitization IP and other intellectual property owned or held by each Guarantor, in each case in accordance
with and subject to the terms of the Management Agreement (including the Managing Standard, unless a Guarantor determines, in its sole
discretion, that additional action is necessary or desirable in furtherance of the protection of the Securitization IP, in which case
the Manager shall perform such IP Services and additional related services as are reasonably requested by such Guarantor), the Indenture,
the other Transaction Documents and the Managed Documents, as agent for the Guarantors, including the following activities: (a) searching,
screening and clearing After-Acquired Securitization IP to assess patentability, registrability and the risk of potential infringement;
(b) filing, prosecuting and maintaining applications and registrations for the Securitization IP in the applicable Guarantor’s
name throughout the world, including timely filing of evidence of use, applications for renewal and affidavits of use and/or incontestability,
timely paying of all registration and maintenance fees, responding to third-party oppositions of applications or challenges to registrations,
and responding to any office actions, reexaminations, interferences, inter partes reviews, post grant reviews, or other office or examiner
requests, reviews, or requirements; (c) monitoring third-party use and registration of Trademarks and taking actions the Manager deems
appropriate to oppose or contest the use and any application or registration for Trademarks that could reasonably be expected to infringe,
dilute or otherwise violate the Securitization IP or the applicable Guarantor’s rights therein; (d) confirming each Guarantor’s
legal title in and to any or all of the Securitization IP, including obtaining written assignments of Securitization IP to the applicable
Guarantor and recording transfers of title in the appropriate intellectual property registry in the United States; (e) with respect to
each Guarantor’s rights and obligations under the IP License Agreement and any Transaction Documents, monitoring the licensee’s
use of each licensed Trademark and the quality of its goods and services offered in connection with such Trademarks, rendering any approvals
(or disapprovals) that are required under the applicable license agreement(s), and employing reasonable means to ensure that any use
of any such Trademarks by any such licensee satisfies the quality control standards and usage provisions of the applicable license agreement;
(f) protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution,
misappropriation, unauthorized use or other violation of the Securitization IP, or any portion thereof, enforcing such Securitization
IP, including, (i) preparing and responding to cease-and-desist, demand and notice letters, and requests for a license; and (ii) commencing,
prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other
violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith;
provided that each Guarantor shall, and agrees to, join as a party to any such suits to the extent necessary to maintain standing; (g)
performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Transaction
Document to be performed, prepared and/or filed by the applicable Guarantor, including (i) executing and recording such financing statements
(including continuation statements) or amendments thereof or supplements thereto or such other instruments as the Guarantors or the Control
Party may, from time to time, reasonably request (consistent with the obligations of the Guarantors to perfect the Trustee’s lien
only in the United States) in connection with the security interests in the Securitization IP granted by each Guarantor to the Trustee
under the Transaction Documents and (ii) preparing, executing and delivering grants of security interests or any similar instruments
as the Securitization Entities or the Control Party may, from time to time, reasonably request (consistent with the obligations of the
Guarantors to perfect the Trustee’s lien only in the United States) that are intended to evidence such security interests in the
Securitization IP and recording such grants or other instruments with the relevant Governmental Authority including the PTO and the United
States Copyright Office; (h) taking such actions as any licensee under an IP License Agreement may request that are required by the terms,
provisions and purposes of such IP License Agreement (or by any other agreements pursuant to which the applicable Guarantor licenses
the use of any Securitization IP) to be taken by the applicable Guarantor, and preparing (or causing to be prepared) for execution by
each Guarantor all documents, certificates and other filings as each Guarantor shall be required to prepare and/or file under the terms
of such IP License Agreement (or such other agreements); (i) paying or causing to be paid or discharged, from funds of the Securitization
Entities, any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the Securitization IP or contesting
the same in good faith; (j) obtaining licenses of third party Intellectual Property for use and sublicense in connection with the Franchised
Restaurant Business and the other assets of the Securitization Entities; (k) sublicensing the Securitization IP to suppliers, manufacturers,
advertisers and other service providers in connection with the provision of products and services for use in the Franchised Restaurant
Business; and (l) with respect to Trade Secrets and other confidential information of each Guarantor, taking all reasonable measures
to maintain confidentiality and to prevent non-confidential disclosures.


 




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“Leadership
Team” means the persons holding the following offices immediately prior to the date of the occurrence of a Change of Control:
Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer, or any other position that contains substantially the same
responsibilities as of any of the positions listed above.


 


“Managed
Assets” has the meaning set forth in the recitals.


 


“Managed
Document” means any contract, agreement, arrangement or undertaking relating to any of the Managed Assets, including the Contribution
Agreements, the Franchise Documents, the Franchisee Notes, the Equipment Leases, the Product Sourcing Agreements and the IP License Agreements.


 


“Manager”
means Manager, in its capacity as manager hereunder, unless a successor Person shall have become the Manager pursuant to the applicable
provisions of the Indenture and this Agreement, and thereafter “Manager” shall mean such successor Person.


 


“Manager
Advance” means any advance of funds made by the Manager to, or on behalf of, a Securitization Entity in connection with the
operation of the Franchised Restaurant Business and other Managed Assets.


 


“Manager-Developed
IP” means all Intellectual Property (other than Excluded IP) created, developed, authored, acquired or owned by or on behalf
of the Manager and related to (i) any of the Brands, (ii) products or services sold or distributed under any of the Brands, (iii) the
FAT Brands Systems, or (iv) the Franchise Restaurant Business.


 


“Manager
Termination Event” has the meaning set forth in Section 6.1(a).


 


“Managing
Standard” means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices,
technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Managed
Assets were owned by the Manager at such time; (b) are consistent with Ongoing Practice; (c) will enable the Manager to comply in all
material respects with all of the duties and obligations of the Securitization Entities under the Transaction Documents, the Managed
Documents and the Franchised Restaurant Leases; (d) are in material compliance with all applicable Requirements of Law; and (e) with
respect to the use and maintenance of the Guarantors’ rights in and to the Securitization IP, are consistent with the standards
imposed by the IP License Agreements.


 




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“Manufacturing
and Distribution Center” means the manufacturing and food supply chain center located 4685 Frederick Drive SW, Atlanta, Georgia
30336 that manufactures and supplies the batter, mix and other ingredients in the GFG business operations.


 


“Monthly
Management Fee” means, with respect to each Monthly Allocation Date, the amount of $413,333.33, subject to successive three
percent (3%) annual increases; provided, with the consent of the Control Party, acting at the direction of the Control Party Representative,
such Monthly Management Fee can be increased in the event there is a Successor Manager.


 


“New
Asset” means a New Franchise Agreement, a New Development Agreement, a New Real Estate Asset, a New Franchisee Note, a New
Equipment Lease or a New Product Sourcing Agreement entered into by a Securitization Entity after the Closing Date or any other Managed
Asset contributed or otherwise entered into or acquired by the Securitization Entities after the Closing Date.


 


“New
Asset Addition Date” means, with respect to any New Asset, the earliest of (i) the date on which such New Asset is acquired
by the applicable Securitization Entity, (ii) the later of (a) the date upon which the closing occurs under the applicable contract giving
rise to such New Asset and (b) the date upon which all of the diligence contingencies, if any, in the contract for purchase of the applicable
New Asset expire and the Securitization Entity acquiring such New Asset no longer has the right to cancel such contract and (iii) if
such New Asset is a New Franchise Agreement, New Development Agreement, New Franchisee Note or New Equipment Lease, the date on which
the related Securitization Entity begins receiving payments from the applicable Franchisee in respect of such New Asset and (iv) if such
New Asset is a New Product Sourcing Agreement, the date on which such New Product Sourcing Agreement becomes effective in accordance
with the terms thereof.


 


“New
Leased Real Property” has the meaning set forth in Section 5.1(d).


 


“New
Development Agreements” means all Development Agreements and related guaranty agreements entered into by a Securitization Entity
following the Closing Date.


 


“New
Equipment Leases” means all Equipment Leases and related guaranty agreements entered into by a Securitization Entity following
the Closing Date.


 


“New
Franchise Agreements” means all Franchise Agreements and related guaranty agreements entered into by a Securitization Entity
following the Closing Date, in its capacity as franchisor for Branded Restaurants.


 


“New
Franchised Restaurant Leases” means all Franchised Restaurant Leases and related documents acquired by a Securitization Entity
following the Closing Date.


 


“New
Franchisee Notes” means all Franchisee Notes and related guaranty and collateral agreements entered into by a Securitization
Entity following the Closing Date.


 


“New
Owned Real Property” “New Owned Real Property” means all Owned Real Property and related agreements acquired by
a Securitization Entity following the Closing Date.


 


“New
Product Sourcing Agreement” means all Product Sourcing Agreements entered into by a Securitization Entity following the Closing
Date.



 




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“New
Real Estate Assets” means collectively, the New Owned Real Property and the New Franchised Restaurant Leases.


 


“Notes”
has the meaning set forth in the preamble.


 


“Ongoing
Practice” means, in respect of any action or inaction, practices, standards and procedures that are at least as favorable or
beneficial as the practices, standards and procedures of any Non-Securitization Entity as performed with respect to any additional restaurant
brand or restaurant concept owned or operated by such Non-Securitization Entity so long as such practices, standards and procedures with
respect to any additional restaurant brand or restaurant concept are applicable and reasonably practical to implement with respect to
the Brands.


 


“Owned
Real Property” means the real property (including the land, buildings and fixtures) owned in fee (as of the Closing Date) by
a Securitization Entity including the real property with respect to the Manufacturing and Distribution Center.


 


“Pension
Plan” means any “employee pension benefit plan,” as such term is defined in Section 3(2) of ERISA, which is subject
to Title IV of ERISA and to which any company in the same Controlled Group as the Manager has liability, including any liability by reason
of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five years or by
reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


 


“Post-Opening
Services” means the services required to be performed under the applicable Franchise Documents by the applicable Securitization
Entities after the initial opening of a Franchised Restaurant, in each case in accordance with and subject to the terms of this Agreement
(including, for the avoidance of doubt, the Managing Standard), the Indenture, the other Transaction Documents and the Managed Documents,
including, as may be required under the applicable Franchise Document, (a) meeting with the franchise association for each Brand; (b)
providing such Franchisee with the standards established or approved by the applicable Guarantor for use of the applicable Brand; (c)
establishing standards of quality, cleanliness, appearance and service at such Franchised Restaurant; (d) collecting and administering
the Advertising Fees received pursuant to the applicable Franchise Agreements and the development of all national advertising and promotional
programs for the applicable Brand and Branded Restaurants; (e) inspecting such Franchised Restaurant; (f) providing such Franchisee with
the Manager’s ongoing training programs and materials designed for use in the Franchised Restaurants; and (g) such other post-opening
services as are required to be performed under applicable Franchise Documents; provided that “Post-Opening Services” provided
by the Manager hereunder shall not include any “add-on” type corporate services provided by Manager or any Subsidiary thereof
to a Franchisee, whether pursuant to the related Franchise Agreement or otherwise, the cost of which is not included in the royalties
payable to the relevant Guarantor under such Franchise Agreement, including, repairs and maintenance, gift card administration, employee
training, point-of-sale system maintenance and support and development and maintenance of restaurant-level and above-restaurant-level
technology systems and other information technology systems, including via any Franchisee supported Brand technology fund.


 


“Power
of Attorney” means the authority granted by a Securitization Entity to the Manager pursuant to a Power of Attorney in substantially
the form set forth as Exhibit A hereto.


 


“Pre-Opening
Services” means the services required to be performed under the applicable Franchise Documents by the applicable Securitization
Entities prior to the initial opening of a Franchised Restaurant, in each case in accordance with and subject to the terms of this Agreement
(including, for the avoidance of doubt, the Managing Standard), the Indenture, the other Transaction Documents and the Managed Documents,
including, as required under the applicable Franchise Document, (a) providing the applicable Franchisee with standards for the design,
construction, equipping and operation of such Franchised Restaurant and the approval of locations meeting such standards; (b) providing
such Franchisee with the Manager’s programs and materials designed for use in the Franchised Restaurants; (c) providing such Franchisee
with manuals, operating guidelines and similar materials, as applicable; and (d) providing such Franchisee with such other assistance
in the pre-opening, opening and initial operation of such Franchised Restaurant, as is required to be provided under applicable Franchise
Documents; provided that “Pre-Opening Services” provided by the Manager hereunder shall not include any “add-on”
type corporate services provided by Manager or any Subsidiary thereof to a Franchisee, whether pursuant to the related Franchise Agreement
or otherwise, the cost of which is not included in the royalties payable to the relevant Guarantor under such Franchise Agreement, including,
repairs and maintenance, gift card administration, employee training, point-of-sale system maintenance and support and development and
maintenance of restaurant-level and above-restaurant-level technology systems and other information technology systems, including via
any Franchisee supported Brand technology fund.


 




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“Product
Sourcing Advance” has the meaning ascribed to such term in Section 2.14.


 


“Product
Sourcing Agreements” means all agreements for (a) the manufacture and production of Products and (b) the sale of Products to
Distributors including the agreement entered into on the Closing Date by and among the Existing Distributor, the Distribution Real Estate
Holder and the Issuer for the manufacture and supply of products for re-sale to certain Franchisees, Company Restaurants or any other
Persons.


 


“Product
Sourcing Assets” means, with respect to each Guarantor, (i) the Product Sourcing Agreements and all Product Sourcing Payments
thereon; (ii) the New Product Sourcing Agreements and all Product Sourcing Payments thereon; (iii) all rights to enter into New Product
Sourcing Agreements and (iv) any and all other property of every nature, now or hereafter transferred, mortgaged, pledged, or assigned
as security for payment or performance of any obligation of any Person to such Guarantor under the Product Sourcing Agreements and all
guarantees of such obligations and the rights evidenced by or reflected in the Product Sourcing Agreements, in each case together with
all payments, proceeds and accrued and future rights to payment thereon.


 


“Product
Sourcing Payments” means all amounts payable to a Guarantor by Distributors with respect to purchases of Products.


 


“Products”
means any good sold by any Distributor to a Franchisee, Company Store or any other Person pursuant to a Product Sourcing Agreement or
otherwise.


 


“Real
Estate Assets” means the Owned Real Property and the Franchised Restaurant Leases.


 


“Real
Estate Services” means acquiring, developing, managing, maintaining, protecting, enforcing, defending, leasing and undertaking
such other duties and services as may be necessary in connection with the Real Estate Assets, on behalf of each Guarantor, in each case
in accordance with and subject to the terms of this Agreement (including, for the avoidance of doubt, the Managing Standard), the Indenture,
the other Transaction Documents and the Managed Documents, as agent for the Guarantors, including the following activities: (a) the negotiation,
execution and recording (as appropriate) of leases, subleases, deeds and other contracts and agreements relating to the Real Estate Assets;
(b) the management of the Real Estate Assets on behalf of each Guarantor, including (i) the management of the Owned Real Property and
New Owned Real Property, (ii) the enforcement and exercise of each Guarantor’s rights under each lease included in the Real Estate
Assets, (iii) the payment, extension, renewal, modification, adjustment, prosecution, defense, compromise or submission to arbitration
or mediation of any obligation, suit, liability, cause of action or claim, including taxes, relating to any Real Estate Assets and (iv)
the collection of any amounts payable to each Guarantor under the Real Estate Assets, including rent; (c) causing each Guarantor to (i)
acquire and enter into agreements to acquire Real Estate Assets and (ii) sell, assign, transfer, encumber or otherwise dispose of all
or any portion of the Real Estate Assets in accordance with the Management Agreement and the Indenture; environmental evaluation and
remediation activities on any real property owned or leased by each Guarantor as deemed appropriate by the Manager or as otherwise required
under applicable Requirements of Law; obtaining appropriate levels of title and property insurance with respect to each parcel of Owned
Real Property and New Owned Real Property; provided that the level of title insurance maintained on the Closing Date for each parcel
of Owned Real Property or the New Owned Real Property owned by a Guarantor on the Closing Date will be deemed to be the appropriate level
of title insurance for such Owned Real Property and the New Owned Real Property (whether or not owned on the Closing Date) on and after
the Closing Date for purposes of this clause (e); (f) making or causing to be made all repairs and replacements to the existing improvements
and the construction of new improvements on the Real Estate Assets; (g) the employment of agents, managers, brokers or other Persons
necessary or appropriate to acquire, dispose of, maintain, own, lease, manage and operate the Real Estate Assets; (h) paying or causing
to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the Real Estate Assets or contesting
the same in good faith; and (i) all other actions or decisions relating to the acquisition, disposition, amendment, termination, maintenance,
ownership, leasing, sub-leasing, management and operation of the Real Estate Assets.


 




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“Recipient”
has the meaning ascribed to such term in Section 7.1.


 


“Securitization
Entities” has the meaning set forth in the preamble.


 


“Services”
means the servicing and administration by the Manager of the Managed Assets, in each case in accordance with and subject to the terms
of the Management Agreement (including the Managing Standard), the Indenture, the other Transaction Documents and the Managed Documents
for the applicable Securitization Entity, including, without limitation: (a) calculating and compiling information required in connection
with any report or certificate to be delivered pursuant to the Transaction Documents; (b) preparing and filing all tax returns and tax
reports required to be prepared by any Securitization Entity; (c) paying or causing to be paid or discharged, in each case from funds
of the Securitization Entities, any and all taxes, charges and assessments required to be paid under applicable Requirements of Law by
any Securitization Entity; (d) performing the duties and obligations of, and exercising and enforcing the rights of, the Securitization
Entities under the Transaction Documents, including performing the duties and obligations of each applicable Securitization Entity under
the IP License Agreements; (e) taking those actions that are required under the Transaction Documents and Requirements of Law to maintain
continuous perfection (where applicable) and priority (subject to Permitted Liens and the exclusions from perfection requirements under
the Indenture) of any Securitization Entity’s and the Trustee’s respective interests in the Collateral; (f) making or causing
the collection of amounts owing under the terms and provisions of each Managed Document and the Transaction Documents, including managing
(i) the applicable Securitization Entities’ rights and obligations under the Franchise Agreements and the Development Agreements
(including performing Pre-Opening Services and Post-Opening Services) and (ii) the right to approve amendments, waivers, modifications
and terminations of (including extensions, modifications, write-downs and write-offs of obligations owing under) Franchise Documents
and other Managed Documents (which amendments to Franchise Agreements may be effected by replacing such Franchise Agreement with a New
Franchise Agreement on the then-current form of the applicable Franchise Agreement (which New Franchise Agreement may be executed by
a different Franchise Entity or Other Entity than is party to such existing Franchise Agreement)) and to exercise all rights of the applicable
Securitization Entities under such Franchise Documents and other Managed Documents; (g) performing due diligence with respect to, selecting
and approving new Franchisees, performing due diligence with respect to and approving extensions of credit to Franchisees pursuant to
New Franchisee Notes and New Equipment Leases and providing personnel to manage the due diligence, selection and approval process; (h)
preparing New Assets, including, among other things, adopting variations to the forms of agreements used in documenting such agreements
and preparing and executing documentation of assignments, transfers, terminations, renewals, site relocations and ownership changes,
in all cases, subject to and in accordance with the terms of the Transaction Documents; (i) evaluating and approving assignments of Franchise
Agreements, Development Agreements, Franchisee Notes and Equipment Leases (and related documents) to third-party franchisee candidates
or existing Franchisees and, in accordance with the Managing Standard, arranging for the assignment of Franchise Agreements and related
Guarantor Assets to a Non-Securitization Entity until such time as the applicable restaurant is re-franchised to a third party franchisee
(a “Reacquired Restaurant”); (j) preparing and filing franchise disclosure documents with respect to New Assets complying
with franchise industry specific government regulation and applicable Requirements of Law; (k) making Manager Advances and Product Sourcing
Advances in its sole discretion; (l) administering the Advertising Fund Accounts and the Management Accounts; (m) performing the duties
and obligations and enforcing the rights of the Securitization Entities under the Managed Documents, including entering into new Managed
Documents from time to time; (n) arranging for legal services with respect to the Managed Assets, including with respect to the enforcement
of the Managed Documents; (o) arranging for or providing accounting and financial reporting services; (p) administering Franchisee Payments
for the development of restaurant-level and above-restaurant-level technology systems; (q) performing due diligence with respect to,
selecting and approving new manufacturers and distributors of Products and providing personnel to manage the due diligence, selection
and approval process; (r) preparing Product Sourcing Agreements, subject to and in accordance with the terms of the Transaction Documents,
and administering the purchase and sale of Products; (s) establishing and servicing supply chain programs with respect to the Franchised
Restaurants; (t) establishing and/or providing quality control services and standards for food, equipment, suppliers and distributors
in connection with the Franchised Restaurant Business (including, without limitation, with respect to Product Sourcing Agreements) and
monitoring compliance with such standards; (u) performing services with respect to the Product Sourcing Assets and the Manufacturing
and Distribution Center; (v) developing new products and services (or modifying any existing products and services) to be offered in
connection with the Franchised Restaurant Business and the other assets of the Securitization Entities; (w) in connection with the Franchised
Restaurant Business, developing, modifying, amending and disseminating (i) specifications for restaurant operations, (ii) manuals, operating
guidelines and similar materials, as applicable, and (iii) new menu items; (x) performing services with respect to the Real Estate Assets
as described below; (y) performing the IP Services; (z) developing and administering advertising, marketing and promotional programs
relating to the Brands and Branded Restaurants; (aa) cooperating with all reasonable requests of the Control Party and/or Back-Up Manager
in connection with the performance by such parties of their respective obligations under the Transaction Documents; and (bb) performing
such other services as may be necessary or appropriate from time to time and consistent with the Managing Standard and the Transaction
Documents in connection with the Managed Assets.


 


“Sub-manager”
has the meaning set forth in Section 2.10.


 




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“Sub-managing
Arrangement” means an arrangement whereby the Manager engages any other Person (including any Affiliate) to perform certain
of its duties under this Agreement excluding the fundamental corporate functions of the Manager; provided that (i) area development agreements
and master franchise arrangements with Franchisees and temporary arrangements with Franchisees with respect to the management of one
or more Branded Restaurants immediately following the termination of the former Franchisee thereof, and (ii) any agreement between the
Manager and third-party vendors pursuant to which the Manager purchases a specific product or service or outsources routine administrative
functions shall not constitute a Sub-managing Arrangement.


 


“Term”
has the meaning set forth in Section 8.1.


 


“Termination
Notice” has the meaning set forth in Section 6.1(a).


 


“Trustee”
has the meaning set forth in the preamble.


 


Section
1.2 Other Defined Terms.


 


(a)
Each term defined in the singular form in Section
1.1 or elsewhere in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement and
each term defined in the plural form in Section 1.1 shall mean the singular thereof when the singular form of such term is used
herein.


 


(b)
The words “hereof”, “herein”,
“hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections,
subsections, schedules and exhibits to this Agreement unless otherwise specified.


 


(c)
Unless as otherwise provided herein, the word “including”
as used herein shall mean “including without limitation.”


 


(d)
All accounting terms not specifically or completely
defined in this Agreement shall be construed in conformity with GAAP.


 


(e)
Where the character or amount of any asset or liability
or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this
Agreement, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Agreement
or the other Transaction Documents, in accordance with GAAP. When used herein, the term “financial statement” shall include
the notes and schedules thereto. All accounting determinations and computations hereunder shall be made without duplication.


 


Section
1.3 Other Terms. All terms used in Article 9
of the UCC as in effect from time to time in the State of New York, and not specifically defined herein, are used herein as defined in
such Article 9.


 


Section
1.4 Computation of Time Periods. Unless otherwise
stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding.”


 




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Article
II


ADMINISTRATION
AND SERVICING OF MANAGED ASSETS


 


Section
2.1 Manager to Act as Manager.



 


(a)
Engagement of the Manager. The Manager is hereby
authorized by each Securitization Entity, and hereby agrees, to perform the Services (or refrain from the performance of the Services)
subject to and in accordance with the Managing Standard and the terms of this Agreement, the other Transaction Documents and the Managed
Documents. With respect to the IP Services, the Manager shall perform such IP Services in accordance with the Managing Standard and the
IP License Agreements, unless a Guarantor determines, in its sole discretion, that additional action is necessary or desirable in furtherance
of the protection of the Securitization IP, in which case the Manager shall perform such IP Services and additional related services
as are reasonably requested by such Guarantor. The Manager, on behalf of the Securitization Entities, shall have full power and authority,
acting alone and subject only to the specific requirements and prohibitions of this Agreement and in accordance with the Managing Standard,
the Indenture and the other Transaction Documents, to do and take any and all actions, or to refrain from taking any such actions, and
to do any and all things in connection with performing the Services that the Manager determines are necessary or desirable. Without limiting
the generality of the foregoing, but subject to the provisions of this Agreement, the Indenture and the other Transaction Documents,
including Section 2.8, the Manager, in connection with performing the Services, is hereby authorized and empowered to execute
and deliver, in the Manager’s own name (in its capacity as agent for the applicable Securitization Entity) or in the name of any
Securitization Entity (pursuant to the applicable Power of Attorney), on behalf of any Securitization Entity any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the
Managed Assets. For the avoidance of doubt, the parties hereto acknowledge and agree that the Manager is providing Services directly
to each applicable Securitization Entity. Nothing in this Agreement shall preclude the Securitization Entities from performing the Services
or any other act on their own behalf at any time and from time to time.


 


(b)
Actions to Perfect Liens. Subject to the terms
of the Indenture, including any applicable Series Supplement, the Manager shall take those actions that are required under the Transaction
Documents and Requirements of Law to maintain continuous perfection and priority (subject to Permitted Liens) of the Trustee’s
Lien in the Collateral. Without limiting the foregoing, the Manager shall file or cause to be filed with the appropriate government office
the financing statements on Form UCC-1, and assignments of financing statements on Form UCC-3 required pursuant to Section 7.13 of
the Base Indenture, and other filings requested by the Securitization Entities, the Control Party or the Back-Up Manager, to be filed
in connection with the Contribution Agreements, the IP License Agreements, the Securitization IP, the Indenture and the other Transaction
Documents.


 


(c)
Ownership of Manager-Developed IP.


 


(i)
The Manager acknowledges and agrees that all Securitization
IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the
applicable Guarantor. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be
considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and
owned by the applicable Guarantor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title
and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein)
to the applicable Guarantor. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Guarantor shall
include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable
or sublicensable to the applicable Guarantor. All applications to register Manager-Developed IP shall be filed in the name of the applicable
Guarantor.


 




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(ii)
The Manager agrees to cooperate in good faith with each
Guarantor for the purpose of securing and preserving the Guarantor’s rights in and to the applicable Manager-Developed IP, including
executing any documents and taking any actions, at the Guarantor’s reasonable request, or as deemed necessary or advisable by the
Manager, to confirm, file and record in any appropriate registry the Guarantor’s sole legal title in and to such Manager-Developed
IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Guarantor. The Manager
hereby appoints each Guarantor as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute
the same within twenty (20) days following the Guarantor’s written request to do so (it being understood that such appointment
is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.


 


(d)
Grant of Power of Attorney. In order to provide
the Manager with the authority to perform and execute its duties and obligations as set forth herein, the Securitization Entities shall
execute and deliver on the Closing Date a Power of Attorney in substantially the form set forth as Exhibit A hereto to the Manager,
which Powers of Attorney shall terminate in the event that the Manager’s rights under this Agreement are terminated as provided
herein.


 


(e)
Franchisee Insurance. The Manager acknowledges
that, to the extent that it or any of its Affiliates is named as a “loss payee” or “additional insured” under
any insurance policies of any Franchisee, it shall use commercially reasonable efforts to cause it to be so named in its capacity as
the Manager on behalf of the applicable Guarantor, and the Manager shall promptly (i) deposit or cause to be deposited to the applicable
Concentration Account or Collection Account any proceeds received by it or by any Securitization Entity or any other Affiliate under
such insurance policies (other than amounts described in the following clause (ii)) and (ii) disburse to the applicable Franchisee
any proceeds of any such insurance policies payable to such Franchisee pursuant to the applicable Franchise Agreement.


 


(f)
Manager Insurance. The Manager agrees to maintain
adequate insurance consistent with the type and amount maintained by the Manager as of the Closing Date, subject, in each case, to any
adjustments or modifications made in accordance with the Managing Standard. Such insurance shall cover each of the Securitization Entities,
as an additional insured, to the extent that such Securitization Entity has an insurable interest therein.


 


Section
2.2 Accounts.


 


(a)
Collection of Payments; Remittances; Collection Account.
The Manager shall maintain and manage the Management Accounts (and certain other accounts from time to time) in the name of, and for
the benefit of, the Securitization Entities. The Manager shall (on behalf of the Securitization Entities) (i) cause the collection of
Collections in accordance with the Managing Standard and subject to and in accordance with the Transaction Documents and (ii) make all
deposits to and withdrawals from the Management Accounts in accordance with this Agreement (including the Managing Standard), the Indenture
and the applicable Managed Documents. The Manager shall (on behalf of the Securitization Entities) make all deposits to the Collection
Account in accordance with terms of the Indenture.


 




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(b)
Deposit of Misdirected Funds; No Commingling; Misdirected
Payments. The Manager shall promptly deposit into the Concentration Account, the Collection Account, an Advertising Fund Account
or such other appropriate account within three (3) Business Days immediately following Actual Knowledge of the Manager of the receipt
thereof and in the form received with any necessary endorsement or in cash, all payments in respect of the Managed Assets incorrectly
deposited into another account. In the event that any funds not constituting Collections are incorrectly deposited in any Account, the
Manager shall promptly withdraw such amounts after obtaining Actual Knowledge thereof and shall pay such amounts to the Person legally
entitled to such funds. Except as otherwise set forth herein, in the Base Indenture or in the Company Restaurant Licenses, the Manager
shall not commingle any monies that relate to Managed Assets with its own assets and shall keep separate, segregated and appropriately
marked and identified all Managed Assets and any other property comprising any part of the Collateral, and for such time, if any, as
such Managed Assets or such other property are in the possession or control of the Manager to the extent such Managed Assets or such
other property is Collateral, the Manager shall hold the same in trust for the benefit of the Trustee and the Secured Parties (or, following
termination of the Indenture, the applicable Securitization Entity). Additionally, the Manager, promptly after obtaining Actual Knowledge
thereof, shall notify the Trustee in the Monthly Manager’s Certificate of any amounts incorrectly deposited into any Indenture
Trust Account and instruct in the Monthly Manager’s Certificate the prompt remittance by the Trustee of such funds from the applicable
Indenture Trust Account to the Manager. The Trustee shall have no obligation to verify any information provided to it by the Manager
in any Monthly Manager’s Certificate and shall remit such funds to the Manager based solely on such Monthly Manager’s Certificate.


 


(c)
Investment of Funds in Management Accounts. The
Manager shall have the right to invest and reinvest funds deposited in any Management Account in Eligible Investments. All income or
other gain from such Eligible Investments will be credited to the related Management Account, and any loss resulting from such investments
will be charged to the related Management Account.


 


(d)
Advertising Funds. The Manager may, but shall
not be required to, maintain advertising fund accounts (each, an “Advertising Fund Account”) in the name of the Manager
(or a Subsidiary thereof) for fees payable by Franchisees and Non-Securitization Entities to fund the national marketing and advertising
activities and local advertising cooperatives with respect to each Brand (the “Advertising Fees”). Any Advertising
Fees received in the Concentration Account shall be transferred by the Manager to the applicable Advertising Fund Account. The Manager
shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against the Advertising
Fund Accounts or the funds therein. The Manager shall apply the amount on deposit in each Advertising Fund Account solely to cover (a)
the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration of such account,
(b) general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the applicable
Brand to the extent reimbursable from the Advertising Fees in accordance with the applicable Franchise Agreements, and (c) costs and
expenses related to the national and local marketing and advertising programs with respect to the applicable Brand. The Manager may make
advances to fund deficits in the Advertising Fund Accounts from time to time to the extent that it reasonably expects to be reimbursed
for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute Manager Advances.
The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise
Agreements, the Company Restaurant Licenses and the Management Agreement, as applicable, increase or reduce the Advertising Fees required
to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant
Licenses and the Management Agreement and in accordance with the Managing Standard.


 




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(e)
Brand Technology Funds. The Manager may, but
shall not be required to, establish and maintain for each Brand technology accounts to hold certain amounts paid by Franchisees and Company
Restaurants, if any, into any Brand technology fund for the development, maintenance and support of restaurant-level and above restaurant-level
technology systems, including, without limitation, point-of-sale system, back of house, mobile order and/or mobile payment systems. The
Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against
any such accounts or the funds therein. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing
Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement, as applicable, specify
or subsequently increase or reduce the amounts required to be paid by the Franchisees and Company Restaurants, respectively, into any
such Brand technology fund pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement
and in accordance with the Managing Standard.


 


(f)
Gift Card Sales and Redemptions. The Manager
will be responsible for administering the gift card programs of each Brand and will collect the proceeds of the initial sale of gift
cards that are sold on the internet, at Company Restaurants, at third party retail locations or at other gift card vendors in one or
more accounts in the name of the Manager (or a Subsidiary thereof). The Manager shall not make or permit or cause any other Person to
make or permit any borrowings to be made or Liens to be levied against any such accounts or the funds therein. The Manager will reimburse
the applicable Franchisee with respect to the redemption of gift cards sold at these locations or any portion thereof in accordance with
the Manager’s normal practices and the Managing Standard. The proceeds of the initial sale of gift cards sold at Franchised Restaurants
will be held in accounts in the name of selling Franchisee, and the Manager may engage a third-party vendor to administer reimbursements
of the applicable Franchisee with respect to the redemption of gift cards sold at Franchised Restaurants.


 


(g)
Tenant Improvement Funds. The Manager may, but
shall not be required to, collect and administer tenant improvement allowances and similar amounts, if any, received from landlords with
respect to the New Franchised Restaurant Leases. Any such amounts received from landlords shall be collected and maintained in one or
more accounts in the name of the Manager, and will be utilized by the Manager for improvements, renovations or other capital expenditures
in respect of real property subject to New Franchised Restaurant Leases or, to the extent any such funds represent a reimbursement of
such expenditures previously made by the Manager, may be retained by the Manager. The Manager shall not make or permit or cause any other
Person to make or permit any borrowings to be made or Liens to be levied against any such accounts or the funds therein. The Manager
shall administer such amounts in accordance with the Managing Standard.


 


Section
2.3 Records.


 


(a)
The Manager shall, in accordance with the Current Practice,
retain all material data (including computerized records) relating directly to, or maintained in connection with, the servicing of the
Managed Assets at its address indicated in Section 8.5 (or at an off-site storage facility reasonably acceptable to the Securitization
Entities, the Back-Up Manager and the Control Party) or, upon thirty (30) days’ notice to the Securitization Entities, the Rating
Agencies, if any, the Control Party, the Back-Up Manager and the Trustee, at such other place where the servicing office of the Manager
is located (provided that the servicing office of the Manager shall at all times be located in the United States), and shall give the
Trustee, the Control Party and the Back-Up Manager access to all such data in accordance with the terms and conditions of the Transaction
Documents; provided, however, that the Trustee shall not be obligated to verify, recalculate or review any such data. The Manager acknowledges
that the applicable Guarantor or applicable Franchise Entities shall own the Intellectual Property rights in all such data.


 




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(b)
If the rights of Manager, as the initial Manager, shall
have been terminated in accordance with Section 6.1 or if this Agreement shall have been terminated pursuant to Section 8.1,
Manager, as the initial Manager, shall, upon demand of the Trustee (based upon the written direction of the Control Party, acting at
the direction of the Controlling Class Representative), in the case of a termination pursuant to Section 6.1, or upon the demand
of the Securitization Entities, in the case of a termination pursuant to Section 8.1, deliver to the Successor Manager (or Interim
Successor Manager, as the case may be) all data in its possession or under its control (including computerized records) necessary or
desirable for the servicing of the Managed Assets.


 


Section
2.4 Administrative Duties of Manager.


 


(a)
Duties with Respect to the Transaction Documents.
The Manager, in accordance with the Managing Standard, shall perform the duties of the applicable Securitization Entities under the Transaction
Documents except for those duties that are required to be performed by the equity holders, stockholders, directors, or managers of such
Securitization Entity pursuant to applicable Requirements of Law. In furtherance of the foregoing, the Manager shall consult with the
managers or the directors, as the case may be, of the Securitization Entities as the Manager deems appropriate regarding the duties of
the Securitization Entities under the Transaction Documents. The Manager shall monitor the performance of the Securitization Entities
and, promptly upon obtaining Actual Knowledge thereof, shall advise the applicable Securitization Entity when action is necessary to
comply with such Securitization Entity’s duties under the Transaction Documents. The Manager shall prepare for execution by the
Securitization Entities or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments,
certificates, notices and opinions as it shall be the duty of the Securitization Entities to prepare, file or deliver pursuant to the
Transaction Documents.


 


(b)
Duties with Respect to the Securitization Entities.
In addition to the duties of the Manager set forth in this Agreement or any of the Transaction Documents, the Manager, in accordance
with the Managing Standard, shall perform such calculations and shall prepare for execution by the Securitization Entities or shall cause
the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions
as it shall be the duty of the Securitization Entities to prepare, file or deliver pursuant to applicable law, including, for the avoidance
of doubt, securities laws and franchise laws. Pursuant to the directions of the Securitization Entities and in accordance with the Managing
Standard, the Manager shall administer, perform or supervise the performance of such other activities in connection with the Securitization
Entities as are not covered by any of the foregoing provisions and as are expressly requested by any Securitization Entity and are reasonably
within the capability of the Manager.


 


(c)
Records. The Manager shall maintain appropriate
books of account and records relating to the Services performed under this Agreement, which books of account and records shall be accessible
for inspection by the Securitization Entities during normal business hours and upon reasonable notice, and by the Trustee, the Control
Party, the Back-Up Manager and the Controlling Class Representative in accordance with Section 3.1(e).


 


(d)
Election of Controlling Class Representative.
Pursuant to Section 11.1(c) of the Base Indenture, if two CCR Candidates both receive votes from Controlling Class Members holding
beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class, the Manager shall
have the right to direct the Trustee to appoint one of such CCR Candidates as the Controlling Class Representative.


 




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Section
2.5 No Offset. The payment obligations of the
Manager under this Agreement shall not be subject to, and the Manager hereby waives, in connection with the performance of such obligations,
any right of offset that the Manager has or may have against the Trustee, the Control Party or the Securitization Entities, whether in
respect of this Agreement, the other Transaction Documents or any document governing any Managed Asset or otherwise.


 


Section
2.6 Compensation and Expenses. As compensation
for the performance of its obligations under this Agreement, the Manager shall receive the Monthly Management Fee and the Supplemental
Management Fee, if any, on each Monthly Allocation Date out of amounts available therefore under the Indenture on such Monthly Allocation
Date in accordance with the Priority of Payments. The Manager is required to pay from its own funds all expenses it may incur in performing
its obligations hereunder.


 


Section
2.7 Indemnification.


 


(a)
The Manager agrees to indemnify and hold the Securitization
Entities, the Trustee, the Back-Up Manager and the Control Party, and their respective members, officers, directors, managers, employees
and agents (each, an “Indemnitee”) harmless against all claims, losses, penalties, fines, forfeitures, liabilities,
obligations, damages, actions, suits and related costs and judgments and other costs, fees and reasonable expenses, including reasonable
and documented fees, out-of-pocket charges and disbursements of counsel (other than the allocated costs of in-house counsel), that any
of them may incur as a result of (i) the failure of the Manager to perform or observe its obligations under this Agreement or any other
Transaction Document to which it is a party in its capacity as Manager, (ii) the breach by the Manager of any representation, warranty
or covenant under this Agreement or any other Transaction Document to which it is a party in its capacity as Manager; or (iii) the Manager’s
bad faith, negligence or willful misconduct in the performance of its duties under this Agreement and or the other Transaction Documents;
provided, that the Manager shall have no obligation of indemnity to an Indemnitee to the extent any such claims, losses, penalties, fines,
forfeitures, liabilities, obligations, damages, actions, suits and related costs and judgments and other costs, fees and reasonable expenses
are caused by the bad faith, gross negligence, willful misconduct, or breach of this Agreement by such Indemnitee (unless caused by the
Manager with respect to a Securitization Entity). In the event the Manager is required to make an indemnification payment pursuant to
this Section 2.7(a) the Manager shall promptly pay such indemnification payment directly to the applicable Indemnitee (or, if
due to a Securitization Entity, shall deposit such indemnification payment directly to the Collection Account). Notwithstanding anything
to the contrary in this Agreement, no indemnification payment shall be due from the Manager to the extent that it constitutes recourse
for diminution in the market value of any Managed Assets from and after the Closing Date, other than as may be attributable to any of
the foregoing limited circumstances.


 


(b)
[RESERVED]


 


(c)
[RESERVED]


 




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(d)
Any Indemnitee that proposes to assert the right to
be indemnified under Section 2.7 shall promptly, after receipt of notice of the commencement of any action, suit or proceeding
against such party in respect of which a claim is to be made against the Manager, notify the Manager of the commencement of such action,
suit or proceeding, enclosing a copy of all papers served. In the event that any action, suit or proceeding shall be brought against
any Indemnitee, such Indemnitee shall notify the Manager of the commencement thereof and the Manager shall be entitled to participate
in, and to the extent that it shall wish, to assume the defense thereof, with its counsel reasonably satisfactory to such Indemnitee
(which, in the case of a Securitization Entity, shall be reasonably satisfactory to the Control Party as well), and after notice from
the Manager to such Indemnitee of its election to assume the defense thereof, the Manager shall not be liable to such Indemnitee for
any legal expenses subsequently incurred by such Indemnitee in connection with the defense thereof; provided that the Trustee
shall not be bound by this sentence except with its prior written consent, which may be withheld in its sole discretion; provided,
further, that the Manager shall not enter into any settlement with respect to any claim or proceeding unless such settlement includes
a release of such Indemnitee from all liability on claims that are the subject matter of such settlement; and provided, further,
that the Indemnitee shall have the right to employ its own counsel in any such action the defense of which is assumed by the Manager
in accordance with this Section 2.7(d), but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless
(i) the employment of counsel by such Indemnitee has been specifically authorized by the Manager, (ii) the Manager is advised in writing
by counsel to such Indemnitee or the Control Party that joint representation would give rise to a conflict of interest between such Indemnitee’s
position and the position of the Manager in respect of the defense of the claim, (iii) the Manager shall have failed within a reasonable
period of time to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any
such action or proceeding or (iv) the named parties to any such action or proceeding (including any impleaded parties) include both the
Indemnitee and the Manager, and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the Manager (in which case, the Indemnitee notifies the Manager in
writing that it elects to employ separate counsel at the expense of the Manager, the reasonable fees and expenses of such Indemnitee’s
counsel shall be borne by the Manager and the Manager shall not have the right to assume the defense of such action or proceeding on
behalf of such Indemnitee, it being understood, however, that the Manager shall not, in connection with any one such action or proceeding
or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for such fees and expenses of more than one separate firm of attorneys at any time for the Indemnitee). The
provisions of this Section 2.7 shall survive the termination of this Agreement or the earlier resignation or removal of any party
hereto; provided, however, that no Successor Manager shall be liable under this Section 2.7 with respect to any Defective New
Asset or any other matter occurring prior to its succession hereunder. Notwithstanding anything in this Section 2.7 to the contrary,
any delay or failure by an Indemnitee in providing the Manager with notice of any action shall not relieve the Manager of its indemnification
obligations except to the extent the Manager is materially prejudiced by such delay or failure of notice.


 


Section
2.8 Nonpetition Covenant. The Manager shall not,
prior to the date that is one year and one day, or if longer, the applicable preference period then in effect, after the payment in full
of the Outstanding Principal Amount of the Notes of each Series, petition or otherwise invoke the process of any court or governmental
authority for the purpose of commencing or sustaining a case against any Securitization Entity under any insolvency law or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Securitization Entity or any substantial
part of its property, or ordering the winding up or liquidation of the affairs of such Securitization Entity.


 


Section
2.9 Franchisor Consent. Subject to the Managing
Standard and the terms of the Indenture, the Manager shall have the authority, on behalf of the applicable Securitization Entities, to
grant or withhold consents of the “franchisor” required under the Franchise Documents.


 




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Section
2.10 Appointment of Sub-managers. 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.


 


Section
2.11 Insurance/Condemnation Proceeds. Upon receipt
of any Insurance/Condemnation Proceeds, the Manager (on behalf of the Securitization Entities) shall deposit or cause the deposit of
such Insurance/Condemnation Proceeds to a Management Account. Notwithstanding anything in this Agreement or any other Transaction Document
to the contrary, at the election of the Manager (on behalf of the applicable Securitization Entity) (as notified by the Manager to the
Trustee, the Control Party and the Back-Up Manager promptly after receipt of the Insurance/Condemnation Proceeds) and so long as no Rapid
Amortization Event shall have occurred and be continuing, the Manager (on behalf of the Securitization Entities) may reinvest such Insurance/Condemnation
Proceeds to repair or replace the assets in respect of which such Insurance/Condemnation Proceeds were received within one calendar year
following receipt of such Insurance/Condemnation Proceeds (or, if any Securitization Entity (or the Manager on its behalf) shall have
entered into a binding commitment to reinvest such Insurance/Condemnation Proceeds within one (1) calendar year following receipt of
such Insurance/Condemnation Proceeds, within eighteen (18) calendar months following receipt of such Insurance/Condemnation Proceeds);
provided that (i) in the event the Manager has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds
have been received prior to the receipt of such Insurance/Condemnation Proceeds, such Insurance/Condemnation Proceeds shall be used to
reimburse the Manager for any expenditures in connection with such repair or replacement and (ii) any Insurance/Condemnation Proceeds
received in connection with the exercise of any non-temporary condemnation, eminent domain or similar powers exercised pursuant to Requirements
of Law may be reinvested in Eligible Assets.


 


Section
2.12 Permitted Asset Dispositions. The Manager
(acting on behalf of the Securitization Entities), in accordance with Section 8.16 of the Base Indenture and the Managing Standard, may
dispose of property of the Securitization Entities from time to time pursuant to a Permitted Asset Disposition. Upon receipt of any proceeds
from any Permitted Asset Disposition, the Manager (on behalf of the Securitization Entities) shall deposit or cause the deposit of such
proceeds to a Management Account. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, at the
election of the Manager (on behalf of the applicable Securitization Entity) and so long as no Rapid Amortization Event shall have occurred
and be continuing, the Manager (on behalf of the Securitization Entities) may reinvest such proceeds in Eligible Assets within one (1)
calendar year following receipt of such proceeds (or, if any Securitization Entity (or the Manager on its behalf) shall have entered
into a binding commitment to reinvest such proceeds in Eligible Assets within one (1) calendar year following receipt of such proceeds,
within eighteen (18) calendar months following receipt of such proceeds) and/or may utilize such proceeds to pay, or to allocate funds
to reimburse the Securitization Entities for amounts previously paid, for investments in Eligible Assets made within the twelve (12)
month period prior to the receipt of such proceeds.


 




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Section
2.13 Manager Advances. The Manager may, but shall
not be obligated to, make Manager Advances to, or on behalf of, any Securitization Entity in connection with the operation of the Franchised
Restaurant Business and other Managed Assets. Manager Advances will accrue interest at the Advance Interest Rate and shall be reimbursable
on each Monthly Allocation Date in accordance with the Priority of Payments.


 


Section
2.14 Product Sourcing Advances. In the event
sufficient funds are not available for any Product Sourcing Payment, the Manager may, but is not obligated to, make an advance (each,
a “Product Sourcing Advance”) to fund such Product Sourcing Payment to the extent that it reasonably expects to be
reimbursed for such advances from the proceeds of future Product Sourcing Payments, it being understood and agreed that any such advances
shall not constitute Manager Advances. Each Product Sourcing Advance shall be repaid solely from Product Sourcing Payments received after
the date of such Product Sourcing Advance in accordance with the Priority of Payments.


 


Section
2.15 Rebate Agreements. In
connection with the Rebate Agreements, the Manager agrees that (i) it shall not, without the prior written consent of the Control
Party, amend the material terms of any Rebate Agreement or take or permit any action to be taken that would prevent any payments made
under the Rebate Agreements from being made to Enliven, LLC, as escrow agent under the Rebate Agreements, and (ii) it shall undertake
all actions required, or requested by the Control Party, to ensure that Enliven, LLC, as escrow agent under the Rebate Agreements, remits
all funds in the Manager’s escrow account to the Issuer by sending such amounts by wire or ACH to the Concentration Account or
Collection Account.


 


Article
III


STATEMENTS
AND REPORTS


 


Section
3.1 Reporting by the Manager.


 


(a)
Reports Required Pursuant to the Indenture. The
Manager, on behalf of the Securitization Entities, shall furnish, or cause to be furnished, to the Trustee and each recipient party specified
in Article IV of the Indenture, all reports and notices required to be delivered to the Trustee and such recipient parties by any Securitization
Entity pursuant to the Indenture (including pursuant to Article IV of the Base Indenture) or any other Transaction Document.


 


(b)
Delivery of Financial Statements. The Manager
shall provide the financial statements of Manager and the Securitization Entities as required under Section 4.1(g) and (h)
of the Base Indenture.


 


(c)
Franchisee Termination Notices. The Manager shall
send to the Trustee and the Back-Up Manager, as soon as reasonably practicable but in no event later than fifteen (15) Business Days
of the receipt thereof, a copy of any notices of termination of one or more Franchise Agreements sent by the Manager to any Franchisee
unless (i) the related Franchised Restaurant(s) generated less than $500,000 in royalties during the immediately preceding fiscal year
or (ii) the related Franchised Restaurant(s) continue to operate pursuant to an agreement between the related Guarantor or the Manager
on its behalf and such Franchisee.


 




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(d)
Notice Regarding New Franchised Restaurant Leases.
In the event that any Securitization Entity, or the Manager on behalf of any Securitization Entity, receives any written notice from
a lessor of any lease included in the Real Estate Assets regarding the lack of payment or alleging any breach, violation or default under
the applicable leases or action be taken to remedy a breach, violation or default, excluding any such notice in respect of non-monetary
breach, violation or default as to which the Manager is contesting or expects to contest in good faith, the Manager shall promptly, but
in any event within fifteen (15) Business Days from such receipt, notify the Trustee and the Control Party.


 


(e)
Additional Information; Access to Books and Records.
The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and
other agreements of Manager and any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the
Control Party may reasonably request, subject at all times to compliance with the Exchange Act, the Securities Act and any other applicable
Requirements of Law. Subject to the Disclosure Exceptions and to reasonable requests of confidentiality including as required or imposed
by law or by contract, the Manager will, and will cause each Securitization Entity to, permit, at reasonable times upon reasonable notice,
the Control Party, the Back-Up Manager, the Controlling Class Representative and the Trustee or any Person appointed by any of them as
its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors,
managers, employees and independent certified public accountants (so long as the Manager has the opportunity to participate in such discussions
with such accountants), and up to one such visit and inspection by each of the Control Party, the Controlling Class Representative, the
Back-Up Manager and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per calendar
year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however
that during the continuance of a Warm Back-Up Management Trigger Event, a Rapid Amortization Event, a Default, or an Event of Default,
or to the extent expressly required without the instruction of any other party under the terms of any Transaction Documents, any such
Person may visit and conduct such activities at any time and all such visits and activities will constitute a Securitization Operating
Expense. Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the
attorney-client privilege. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in no event
shall the Manager or any other Securitization Entity be required to disclose or discuss, or permit the inspection, examination or making
of extracts of, any records, books, information or account or other matter that constitutes a Disclosure Exception.


 


(f)
Leadership Team Changes. The Manager shall promptly
notify the Trustee and the Back-Up Manager of any termination or resignation of any persons included in the Leadership Team that occurs
within 12 months following a Change of Control.


 


Section
3.2 Appointment of Independent Auditor. On or
before the Closing Date, the Securitization Entities appointed a firm of independent public accountants of recognized national reputation
that was reasonably acceptable to the Control Party to serve as the independent auditors (“Independent Auditors”)
for purposes of preparing and delivering the reports required by Section 3.3, and such Independent Auditors continue to serve in such
capacity as of the Closing Date. It is hereby acknowledged that the accounting firm of Baker Tilly US, LLP is acceptable for purposes
of serving as Independent Auditors. The Securitization Entities may not remove the Independent Auditors without first giving thirty (30)
days’ prior written notice to the Independent Auditors, with a copy of such notice also given concurrently to the Trustee, the
Rating Agencies, if any, the Control Party and the Manager (if applicable). Upon any resignation by such firm or removal of such firm,
the Securitization Entities shall promptly appoint a successor thereto that shall also be a firm of independent public accountants of
recognized national reputation to serve as the Independent Auditors hereunder. If the Securitization Entities shall fail to appoint a
successor firm of Independent Auditors within thirty (30) days after the effective date of any such resignation or removal, the Control
Party (acting at the direction of the Controlling Class Representative) shall promptly appoint a successor firm of independent public
accountants of recognized national reputation that is reasonably satisfactory to the Manager to serve as the Independent Auditors hereunder.
The fees of any Independent Auditors shall be payable by the Securitization Entities.


 




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Section
3.3 Annual Accountants’ Reports. The Manager
shall furnish, or cause to be furnished to the Trustee, the Control Party, the Back-Up Manager (to the extent the Back-Up Manager is
not providing such report) and the Rating Agencies, if any, within 120 days after the end of each fiscal year of the Manager, commencing
with the fiscal year ending in December 2021, (i) a report of the Independent Auditors (who may also render other services to the Manager)
or the Back-Up Manager summarizing the findings of a set of agreed-upon procedures performed by the Independent Auditors or the Back-Up
Manager with respect to compliance with the Quarterly Noteholders’ Reports for such fiscal year (or other period) with the standards
set forth herein, and (ii) a report of the Independent Auditors or the Back-Up Manager to the effect that such firm has examined the
assertion of the Manager’s management as to its compliance with its management requirements for such fiscal year (or other period),
and that (x) in the case of the Independent Auditors, such examination was made in accordance with standards established by the American
Institute of Certified Public Accountants and (y) except as described in the report, management’s assertion is fairly stated in
all material respects. In the case of the Independent Auditors, the report will also indicate that the firm is independent of the Manager
within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants (each, an “Annual
Accountants’ Report”). In the event such Independent Auditors require the Trustee to agree to the procedures to be performed
by such firm in any of the reports required to be prepared pursuant to this Section 3.3, the Manager shall direct the Trustee in writing
to so agree as to the procedures described therein; it being understood and agreed that the Trustee shall deliver such letter of agreement
(which shall be in a form satisfactory to the Trustee) in conclusive reliance upon the direction of the Manager, and the Trustee has
not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity
or correctness of such procedures.


 


Section
3.4 Available Information. The Manager, on behalf
of the Securitization Entities, shall make available the information requested by prospective purchasers necessary to satisfy the requirements
of Rule 144A under the Securities Act and the 1940 Act, as amended. The Manager shall deliver such information, and shall promptly deliver
copies of all Quarterly Noteholders’ Reports and Annual Accountants’ Reports, to the Trustee as contemplated by Section 4.1
and Section 4.4 of the Base Indenture, to enable the Trustee to redeliver such information to purchasers or prospective purchasers of
the Notes.


 


Article
IV


THE
MANAGER


 


Section
4.1 Representations and Warranties Concerning the
Manager. The Manager represents and warrants to each Securitization Entity and the Trustee, as of the Closing Date and each Series
Closing Date (except if otherwise expressly noted), as follows:


 


(a)
Organization and Good Standing. The Manager (i)
is a corporation, duly formed and organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly
qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its
property, the nature of its business or the performance of its obligations under the Transaction Documents make such qualification necessary
and (iii) has the power and authority (x) to own its properties and to conduct its business as such properties are currently owned and
such business is currently conducted and (y) to perform its obligations under this Agreement, except in each case referred to in clause
(ii) or (iii) to the extent that a failure to do so would not reasonably be expected to result in a Material Adverse Effect on the Manager.


 




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(b)
Power and Authority; No Conflicts. The execution
and delivery by the Manager of this Agreement and its performance of, and compliance with, the terms hereof are within the power of the
Manager and have been duly authorized by all necessary corporate action on the part of the Manager. Neither the execution and delivery
of this Agreement, nor the consummation of the transactions herein, nor compliance with the provisions hereof, shall conflict with or
result in a breach of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, any order of any Governmental Authority or any of the provisions of any Requirement of Law binding on the Manager or its properties,
or the charter or bylaws or other organizational documents of the Manager, or any of the provisions of any material indenture, mortgage,
lease, contract or other instrument to which the Manager is a party or by which it or its property is bound or result in the creation
or imposition of any Lien upon any of its property pursuant to the terms of any such indenture, mortgage, leases, contract or other instrument,
except to the extent such default, creation or imposition would not reasonably be expected to result in a Material Adverse Effect on
the Manager, the Collateral, or the Securitization Entities.


 


(c)
Consents. Except (i) for registrations as a franchise
broker or franchise sales agent as may be required under state franchise statutes and regulations, (ii) to the extent that a state or
foreign franchise law requires filing and other compliance actions by virtue of considering the Manager as a “subfranchisor”,
(iii) for any consents, licenses, approvals, authorizations, registrations, notifications, waivers or declarations that have been obtained
or made and are in full force and effect and (iv) to the extent that a failure to do so would not reasonably be expected to result in
a Material Adverse Effect on the Manager, the Collateral or the Securitization Entities, the Manager is not required to obtain the consent
of any other party or the consent, license, approval or authorization of, or file any registration or declaration with, any Governmental
Authority in connection with the execution, delivery or performance by the Manager of this Agreement, or the validity or enforceability
of this Agreement against the Manager.


 


(d)
Due Execution and Delivery. This Agreement has
been duly executed and delivered by the Manager and constitutes a legal, valid and binding obligation of the Manager enforceable against
the Manager in accordance with its terms (subject to applicable insolvency laws and to general principles of equity).


 


(e)
No Litigation. There are no actions, suits, investigations
or proceedings pending or, to the Actual Knowledge of the Manager, threatened in writing against or affecting the Manager, before or
by any Governmental Authority having jurisdiction over the Manager or any of its properties or with respect to any of the transactions
contemplated by this Agreement (i) asserting the illegality, invalidity or unenforceability, or seeking any determination or ruling that
would affect the legality, binding effect, validity or enforceability of this Agreement or (ii) which would reasonably be expected to
result in a Material Adverse Effect on the Manager, the Collateral or the Securitization Entities.


 


(f)
Compliance with Requirements of Law. The Manager
is in compliance with all Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate,
reasonably be expected to result in a Material Adverse Effect on the Manager, the Collateral or the Securitization Entities.


 




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(g)
No Default. The Manager is not in default under
any agreement, contract, instrument or indenture to which the Manager is a party or by which it or its properties is or are bound, or
with respect to any order of any Governmental Authority, except to the extent such default would not reasonably be expected to result
in a Material Adverse Effect on the Manager or the Collateral; and no event has occurred which with notice or lapse of time or both would
constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of
any Governmental Authority.


 


(h)
Taxes. The Manager has filed or caused to be
filed and shall file or cause to be filed all federal tax returns and all material state and other tax returns that are required to be
filed except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. The Manager has paid
or caused to be paid, and shall pay or cause to be paid, all taxes owed by the Manager pursuant to said returns or pursuant to any assessments
made against it or any of its property (other than any amount of tax the validity of which is currently being contested in good faith
by appropriate action and with respect to which reserves in accordance with GAAP have been provided on the books of the Manager).


 


(i)
Accuracy of Information. No written report, financial
statements, certificate or other written information furnished (other than projections, budgets, other estimates and general market,
industry and economic data) to the Control Party or the Back-Up Manager by or on behalf of the Manager in connection with the transactions
contemplated hereby or pursuant to any provision of this Agreement or any other Transaction Document (when taken together with all other
information furnished by or on behalf of the Manager to the Control Party or the Back-Up Manager, as the case may be), contains any material
misstatement of fact as of the date furnished or omits to state any material fact necessary to make the statements therein not materially
misleading in each case when taken as a whole and in the light of the circumstances under which they were made; and with respect to its
projected financial information, the Manager represents only that such information was prepared in good faith based on assumptions believed
to be reasonable at the time.


 


(j)
Financial Statements. As of the Closing Date,
the audited consolidated financial statements in the Manager’s Annual Report on Form 10-K for the fiscal year ended December 27,
2020 included in the Offering Memorandum (i) present fairly in all material respects the financial condition of Manager and its Subsidiaries
as of such date, and the results of operations for the respective periods then ended and (ii) were prepared in accordance with GAAP (except
as otherwise stated therein) applied consistently through the periods involved subject, in the case of such quarterly financial statements,
to the absence of footnotes and to normal year-end audit adjustments.


 


(k)
No Material Adverse Change. Since December 27,
2020, except as otherwise set forth in the Offering Memorandum, there has been no development or event that has had or would reasonably
be expected to result in a Material Adverse Effect on the Manager or the Collateral.


 


(l)
ERISA. Neither the Manager nor any member of
a Controlled Group that includes the Manager has established, maintains, contributes to, or has any liability in respect of (or has in
the past six years established, maintained, contributed to, or had any liability in respect of) any Pension Plan. Neither the Manager
nor any of its Affiliates has any contingent liability with respect to any post-retirement welfare benefits under a Welfare Plan, other
than liability for continuation (i) described in Part 6 of Subtitle B of Title I of ERISA or other applicable continuation of coverage
laws, (ii) provided in connection with the payment of severance benefits or (iii) that would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect. Each Employee Benefit Plan presently complies and has been maintained in compliance
with its terms and with the requirements of all applicable statutes, rules and regulations, including ERISA and the Code, except for
such instances of noncompliance as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect. No “prohibited transaction” (within the meaning of Section 406 of ERISA or Section 4975 of the Code) has occurred
with respect to any Employee Benefit Plan, other than transactions effected pursuant to a statutory or administrative exemption or such
transactions as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as
would not reasonably be expected to result in a Material Adverse Effect, each such Employee Benefit Plan that is intended to be qualified
under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause
the loss of such qualification.


 




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(m)
No Manager Termination Event. No Manager Termination
Event has occurred or is continuing, and, to the Actual Knowledge of the Manager, there is no event which, with notice or lapse of time,
or both, would constitute a Manager Termination Event.


 


(n)
Location of Records. The offices at which the
Manager keeps its records concerning the Managed Assets are located at the addresses indicated in Section 8.5.


 


(o)
DISCLAIMER. EXCEPT FOR THE MANAGER’S REPRESENTATIONS
AND WARRANTIES SET FORTH HEREIN AND IN ANY OTHER RELATED DOCUMENT, THE MANAGER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT
OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER HEREOF TO ANY OTHER PARTY, AND EACH PARTY EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


Section
4.2 Existence; Status as Manager. The Manager
shall (a) keep in full effect its existence under the laws of the state of its incorporation, (b) maintain all rights and privileges
necessary or desirable in the normal conduct of its business and the performance of its obligations hereunder except to the extent that
failure to do so would not reasonably be expected to result in a Material Adverse Effect and (c) obtain and preserve its qualification
to do business in each jurisdiction in which the failure to so qualify either individually or in the aggregate would reasonably be expected
to result in a Material Adverse Effect.


 


Section
4.3 Performance of Obligations.


 


(a)
Performance. The Manager shall perform and observe
all of its obligations and agreements contained in this Agreement and the other Transaction Documents in accordance with the terms hereof
and thereof and in accordance with the Managing Standard.


 


(b)
Special Provisions as to Securitization IP.


 


(i)
The Manager acknowledges and agrees that each Guarantor
has the right and duty to control the quality of the goods and services offered under such Guarantor’s Trademarks included in the
Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of and its ownership
of the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction
of the applicable Guarantor with respect to: (A) the promulgation of standards with respect to the operation of Branded Restaurants,
including quality of food, cleanliness, appearance, and level of service (or the making of material changes to the existing standards),
(B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor approves for inclusion
in the license granted under any IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing
IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any
Franchise Agreements, the Product Sourcing Agreements or other sublicense agreements relating to the quality standards which licensees
must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the
usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the
Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands which are not in use on
the Closing Date, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H)
any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors shall have the right to monitor
the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide
each Guarantor, at either Guarantor’s written request from time to time, with copies of Franchise Documents, the Product Sourcing
Agreements and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by
Franchisees, any manufacturer or distributor of Products and other licensees and sublicensees. Nothing in this Agreement shall limit
the Guarantors’ rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect
to which the Manager is performing IP Services.


 




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(ii)
The Manager is hereby granted a non-exclusive, royalty-free
sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In
connection with the Manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager
agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are
contained in each IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions
were incorporated by reference herein.


 


(c)
Right to Receive Instructions. Without limiting
the Manager’s obligations under Section 4.3(b) above, in the event that the Manager is unable to decide between alternative
courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents or any Managed
Documents, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to
be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document or any Managed
Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required
to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party for written instructions
in accordance with the Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained
from acting in good faith in accordance with instructions, if any, received from the Control Party with respect to such Consent Request,
the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no
obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard,
if the Manager shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such
shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking
such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager shall deem to be in the best interests
of the Noteholders and the Securitization Entities. The Manager shall have no liability to any Secured Party or the Controlling Class
Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith,
negligence or willful misconduct.


 




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(d)
Limitation on Manager’s Duties and Responsibilities.


 


(i)
The Manager shall not have any duty or obligation to
manage, make any payment in respect of, register, record, sell, reinvest, dispose of, create, perfect or maintain title to, or any security
interest in, or otherwise deal with the Collateral, to prepare or file any report or other document or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby to which the Manager is a party, except as expressly
provided by the terms of this Agreement or the other Transaction Documents and consistent with the Managing Standard, and no implied
duties or obligations shall be read into this Agreement against the Manager. The Manager nevertheless agrees that it shall, at its own
cost and expense, promptly take all action as may be necessary to discharge any Liens (other than Permitted Liens) on any part of the
Managed Assets which result from valid claims against the Manager personally whether or not related to the ownership or administration
of the Managed Assets or the transactions contemplated by the Transaction Documents.


 


(ii)
Except as otherwise set forth herein and in the other
Transaction Documents, the Manager shall have no responsibility under this Agreement other than to render the Services in good faith
and consistent with the Managing Standard.


 


(iii)
The Manager shall not manage, control, use, sell, reinvest,
dispose of or otherwise deal with any part of the Collateral except in accordance with the powers granted to, and the authority conferred
upon, the Manager pursuant to this Agreement or the other Transaction Documents.


 


(e)
Limitations on the Manager’s Liabilities, Duties
and Responsibilities. Subject to Section 2.7 and except for any loss, liability, expense, damage, action, suit or injury arising
out of, or resulting from, (i) any breach or default by the Manager in the observance or performance of any of its agreements contained
in this Agreement or any other Transaction Document to which it is a party in its capacity as Manager, (ii) the breach by the Manager
of any representation, warranty or covenant made by it herein or any other Transaction Document to which it is a party in its capacity
as Manager or (iii) acts or omissions constituting the Manager’s own bad faith, negligence or willful misconduct, in the performance
of its duties hereunder or under the other Transaction Documents or otherwise, neither the Manager nor any of its Affiliates, managers,
officers, members or employees shall be liable to any Securitization Entity, the Noteholders or any other Person under any circumstances,
including: (1) for any action taken or omitted to be taken by the Manager in good faith in accordance with the instructions of the Trustee,
the Control Party or the Back-Up Manager; (2) for any representation, warranty, covenant, agreement or Indebtedness of any Securitization
Entity under the Notes, any other Transaction Documents or the Managed Documents, or for any other liability or obligation of any Securitization
Entity; (3) for the validity or sufficiency of this Agreement or the due execution hereof by any party hereto other than the Manager,
or the form, character, genuineness, sufficiency, value or validity of any part of the Collateral (including the creditworthiness of
any Franchisee, lessee or other obligor thereunder), or for, or in respect of, the validity or sufficiency of the Transaction Documents;
and (4) for any action or inaction of the Trustee, the Back-Up Manager or the Control Party or for the performance of, or the supervision
of the performance of, any obligation under this Agreement or any other Transaction Document that is required to be performed by the
Trustee, the Back-Up Manager or the Control Party.


 




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(f)
No Financial Liability. No provision of this
Agreement (other than Sections 2.6, 2.7, 4.3(d)(i) and 4.3(e)) shall require the Manager to expend or risk
its funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder, if the Manager shall
have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not compensated
by the payment of the Monthly Management Fee and is otherwise not reasonably assured or provided to the Manager. Further, the Manager
shall not be obligated to perform any services not enumerated or otherwise contemplated hereunder, unless the Manager determines that
it is more likely than not that it shall be reimbursed for all of its expenses incurred in connection with such performance. The Manager
shall not be liable under the Notes and shall not be responsible for any amounts required to be paid by the Securitization Entities under
or pursuant to the Indenture.


 


(g)
Reliance. The Manager may, reasonably and in
good faith, conclusively rely on, and shall be protected in acting or refraining from acting when doing so, in each case in accordance
with any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or
paper reasonably believed by it to be genuine and believed by it to be signed by the proper party or parties other than its Affiliates.
The Manager may reasonably accept a certified copy of a resolution of the board of directors or other governing body of any corporate
or other entity other than its Affiliates as conclusive evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the manner or ascertainment of which is not specifically prescribed herein,
the Manager may in good faith for all purposes hereof reasonably rely on a certificate, signed by any Authorized Officer of the relevant
party, as to such fact or matter, and such certificate reasonably relied upon in good faith shall constitute full protection to the Manager
for any action taken or omitted to be taken by it in good faith in reliance thereon.


 


(h)
Consultations with Third Parties; Advice of Counsel.
In the exercise and performance of its duties and obligations hereunder or under any of the Transaction Documents, the Manager (A) may
act directly or through agents or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain
primarily liable hereunder for the acts or omissions of such agents or attorneys and (B) may, at the expense of the Manager, consult
with external counsel or accountants selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager
shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external
counsel or accountants with respect to legal or accounting matters.


 


(i)
Independent Contractor. In performing its obligations
as manager hereunder the Manager acts solely as an independent contractor of the Securitization Entities, except to the extent the Manager
is deemed to be an agent of the Securitization Entities by virtue of engaging in franchise sales activities, as a broker, or receiving
payments on behalf of the Securitization Entities, as applicable. Nothing in this Agreement shall, or shall be deemed to, create or constitute
any joint venture, partnership, employment, or any other relationship between the Securitization Entities and the Manager other than
the independent contractor contractual relationship established hereby. Nothing herein shall be deemed to vest in the Manager title to
any of the Securitization IP. Except as otherwise provided herein or in the other Transaction Documents, the Manager shall not be, nor
shall be deemed to be, liable for any acts or obligations of the Securitization Entities, the Trustee, the Back-Up Manager or the Control
Party (except as set forth in Section 2.7 hereof).


 




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Section
4.4 Merger and Resignation.


 


(a)
Preservation of Existence. The Manager shall
not merge into any other Person or convey, transfer or lease substantially all of its assets; provided, however, that nothing contained
in this Agreement shall be deemed to prevent (i) the merger into the Manager of another Person, (ii) the consolidation of the Manager
and another Person, (iii) the merger of the Manager into another Person or (iv) the sale of substantially all of the property or assets
of the Manager to another Person, so long as (A) the surviving Person of the merger or consolidation or the purchaser of the assets of
the Manager shall continue to be engaged in the same line of business as the Manager and shall have the capacity to perform its obligations
hereunder with at least the same degree of care, skill and diligence as measured by customary practices with which the Manager is required
to perform such obligations hereunder, (B) in the case of a merger, consolidation or sale, the surviving Person of the merger or the
purchaser of the assets of the Manager shall expressly assume the obligations of the Manager under this Agreement and expressly agree
to be bound by all other provisions applicable to the Manager under this Agreement in a supplement to this Agreement in form and substance
reasonably satisfactory to the Trustee and the Control Party and (C) with respect to such event, in and of itself, the Rating Agency
Condition, if applicable, has been satisfied.


 


(a)
Resignation. The Manager shall not resign from
the rights, powers, obligations and duties hereby imposed on it except upon its determination that (A) the performance of its duties
hereunder is no longer permissible under applicable Requirements of Law and (B) there is no reasonable action that the Manager could
take to make the performance of its duties hereunder permissible under applicable Requirements of Law. Any such determination permitting
the resignation of the Manager pursuant to clause (A) above shall be evidenced by an Opinion of Counsel to such effect delivered
to the Trustee, the Back-Up Manager and the Control Party. No such resignation shall become effective until a Successor Manager shall
have been appointed by the Control Party (acting at the direction of the Controlling Class representative) and shall have assumed the
responsibilities and obligations of the Manager in accordance with Section 6.1(a). The Trustee, the Securitization Entities, the
Back-Up Manager, the Control Party and the Rating Agencies, if any, shall be notified of such resignation in writing by the Manager.
From and after such effectiveness, the Successor Manager shall be, to the extent of the assignment, the “Manager” hereunder.
Except as provided above in this Section 4.4 the Manager may not assign this Agreement or any of its rights, powers, duties or
obligations hereunder.


 


(b)
Term of Manager’s Obligations. Except as
provided in Section 4.4(a) and Section 4.4(b), the duties and obligations of the Manager under this Agreement commenced
on the Closing Date and shall continue until this Agreement shall have been terminated as provided in Section 6.1(a) or Section
8.1, and shall survive the exercise by any Securitization Entity, the Trustee or the Control Party of any right or remedy under this
Agreement (other than the right of termination pursuant to Section 6.1(a)), or the enforcement by any Securitization Entity, the
Trustee, the Back-Up Manager, the Control Party, the Controlling Class Representative or any Noteholder of any provision of the Indenture,
the Notes, this Agreement or the other Transaction Documents.


 




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Section
4.5 Notice of Certain Events. The Manager shall
give written notice to the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, promptly upon the occurrence
of any of the following events (but in any event no later than five (5) Business Days after the Manager has Actual Knowledge of the occurrence
of such an event): (a) the Manager, the Securitization Entities or any Affiliate thereof shall engage in any “prohibited transaction”
(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (b) any “accumulated funding deficiency”
or failure to meet “minimum funding standard” (as defined in Section 302 of ERISA), whether or not waived, shall exist with
respect to any Plan, or any Lien in favor of the Pension Benefit Guaranty Corporation or a Plan shall arise on the assets of either the
Securitization Entities or any Affiliate thereof, (c) a Reportable Event shall occur with respect to, or proceedings shall commence to
have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable
Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Control Party, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (d) any Single Employer Plan shall terminate for purposes of Title
IV of ERISA, (e) the Manager, the Securitization Entities or any Affiliate thereof incur, or in the reasonable opinion of the Control
Party are likely to incur, any liability in connection with a complete or partial withdrawal from, or the Insolvency, Reorganization
or termination of, a Multiemployer Plan; (f) any other event or condition shall occur or exist with respect to a Plan (but in each case
in clauses (a) through (f) above, only if such event or condition, together with all other such events or conditions, if any, would reasonably
be expected to result in a Material Adverse Effect); (g) a Manager Termination Event, an Event of Default, a Hot Back-Up Management Trigger
Event, a Warm Back-Up Management Trigger Event or Rapid Amortization Event or any event which would, with the passage of time or giving
of notice or both, would become one or more of the same; or (h) any action, suit, investigation or proceeding pending or, to the Actual
Knowledge of the Manager, threatened in writing against or affecting the Manager, before or by any court, administrative agency, arbitrator
or governmental body having jurisdiction over the Manager or any of its properties either asserting the illegality, invalidity or unenforceability
of any of the Transaction Documents, seeking any determination or ruling that would affect the legality, binding effect, validity or
enforceability of any of the Transaction Documents or that would reasonably be expected to result in a Material Adverse Effect.


 


Section
4.6 Capitalization. The Manager shall have sufficient
capital to perform all of its obligations under this Agreement at all times from the Closing Date and until the Indenture has been terminated
in accordance with the terms thereof.


 


Section
4.7 Maintenance of Separateness. The Manager
covenants that, except as otherwise contemplated by the Transaction Documents:


 


(a)
the books and records of the Securitization Entities
shall be maintained separately from those of the Manager and each of its Affiliates that is not a Securitization Entity;


 


(b)
the Manager shall observe (and shall cause each of its
Affiliates that is not a Securitization Entity to observe) corporate and limited liability company formalities in its dealings with any
Securitization Entity;


 


(c)
all financial statements of the Manager that are consolidated
to include any Securitization Entity and that are distributed to any party shall contain detailed notes clearly stating that (i) all
of such Securitization Entity’s assets are owned by such Securitization Entity and (ii) such Securitization Entity is a separate
entity and has separate creditors;


 


(d)
except as contemplated under Sections 2.2(d),
2.2(e), 2.2(f) and 2.2(g), of this Agreement, the Manager shall not (and shall not permit any of its Affiliates
that is not a Securitization Entity to) commingle its funds with any funds of any Securitization Entity; provided that the foregoing
shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its
capacity as Manager for such entity in a segregated account identified for such purpose;


 


(e)
the Manager shall (and shall cause each of its Affiliates
that is not a Securitization Entity to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager
and each of its Affiliates that is not a Securitization Entity shall be compensated at market rates for any services it renders or otherwise
furnishes to any Securitization Entity, it being understood that the Monthly Management Fee, the Supplemental Management Fee, this Agreement,
and the Collateral Documents are representative of such arm’s length relationship;


 




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(f)
the Manager shall not be, and shall not hold itself
out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs
of any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for
the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of such Securitization
Entity; and


 


(g)
upon an officer or other responsible party of the Manager
obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material
respect, the Manager shall promptly notify the Trustee, the Back-Up Manager, the Control Party and the Rating Agencies, if any, of same
and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such breach or violation
as soon as reasonably practicable under such circumstances.


 


Article
V


REPRESENTATIONS,
WARRANTIES AND COVENANTS


 


Section
5.1 Representations and Warranties Made in Respect
of New Assets.


 


(a)
New Franchise Agreements. As of the applicable
New Asset Addition Date with respect to a New Franchise Agreement acquired or entered into on such New Asset Addition Date, the Manager
shall represent and warrant to the Securitization Entities, the Trustee and the Control Party that:


 


(i)
such New Franchise Agreement does not contain terms
and conditions that are reasonably expected to result in (A) a material decrease in the amount of Collections or Retained Collections
constituting Franchisee Payments, taken as a whole, (B) a material adverse change in the nature, quality or timing of Collections constituting
Franchisee Payments, taken as a whole, or (C) a material adverse change in the types of underlying assets generating Collections constituting
Franchisee Payments, taken as a whole, in each case when compared to the amount, nature or quality of, or types of assets generating,
Collections that could have been reasonably expected to result had such New Franchise Agreement been entered into in accordance with
the then-current Franchise Documents; (ii) such New Franchise Agreement is genuine, and is the legal, valid and binding obligation of
the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be
limited by bankruptcy or insolvency laws and by general principles of equity, regardless of whether such enforceability shall be considered
in a proceeding in equity or at law); (iii) such New Franchise Agreement complies in all material respects with all applicable Requirements
of Law; (iv) the Franchisee related to such agreement is not the subject of a bankruptcy proceeding; (v) royalty fees payable pursuant
to such New Franchise Agreement are payable by the related Franchisee at least monthly; (vi) except as required by applicable Requirements
of Law, such New Franchise Agreement contains no contractual rights of set-off; and


 


(ii)
except as required by applicable Requirements of Law,
such New Franchise Agreement is freely assignable by the applicable Securitization Entities.


 




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(b)
New Franchisee Notes and New Equipment Leases.
As of the applicable New Asset Addition Date with respect to a New Franchisee Note or New Equipment Lease acquired or entered into on
such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Manager that:
(i) such agreement is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties
thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles
of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (ii) such agreement complies
in all material respects with all applicable Requirements of Law; (iii) the Franchisee related to such agreement is not the subject of
a bankruptcy proceeding; and (iv) except as required by applicable Requirements of Law, such agreement is freely assignable by the applicable
Securitization Entities.


 


(c)
New Product Sourcing Agreements. As of the applicable
New Asset Addition Date with respect to a New Product Sourcing Agreement acquired or entered into on such New Asset Addition Date, the
Manager shall represent and warrant to the Securitization Entities, the Trustee and the Control Party that: (i) such New Product Sourcing
Agreement is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto
in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles
of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law) and (ii) such New Product
Sourcing Agreement complies in all material respects with all applicable Requirements of Law.


 


(d)
New Owned Real Property. As of the applicable
New Asset Addition Date with respect to New Owned Real Property acquired on such date, the Manager shall represent and warrant to the
Securitization Entities and the Trustee that: (i) the applicable Guarantor holds fee simple title to the premises of such New Owned Real
Property, free and clear of all Liens (other than Permitted Liens); (ii) such New Owned Real Property is leased or expected to be leased
to a Franchisee or (in the case of the site of a Company Restaurant) a Non-Securitization Entity; (iii) the applicable Guarantor is not
in material default in any respect in the performance, observance or fulfillment of any obligations, covenants or conditions applicable
to such New Owned Real Property, the violation of which could create a reversion of title to such New Owned Real Property to any Person;
(iv) to the Manager’s Actual Knowledge, the use of such New Owned Real Property complies in all material respects with all applicable
legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property; (v)
neither the applicable Guarantor nor, to the Actual Knowledge of the Manager, any Person leasing such property from the applicable Guarantor,
is in material default under any lease of such property and no condition or event exists, that, after the notice or lapse of time or
both, would constitute a material default thereunder by such Guarantor or, to the Actual Knowledge of the Manager, by any other party
thereto; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened with
respect to all or any material portion of such New Owned Real Property; (vii) all material certifications, permits, licenses and approvals,
including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant
on such New Owned Real Property, if such property is open for business, have been obtained and are in full force and effect; and (viii)
the Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by the applicable Guarantor in connection with
the acquisition of such New Owned Real Property have been paid in full from funds of the Securitization Entities.


 




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(e)
New Leased Real Property. As of the applicable
New Asset Addition Date with respect to New Franchised Restaurant Leases (“New Leased Real Property”) acquired or
entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities and the Trustee
that: (i) if applicable, such New Leased Real Property is sub-leased by the applicable Guarantor to a Franchisee or (in the case of the
site of a Company Restaurant) a Non-Securitization Entity; (ii) if requested by the Trustee or the Control Party in writing, the Manager
will make available to the Trustee or Control Party, as applicable, full and complete copies of the lease documents related to such New
Leased Real Property; (iii) no material default by the applicable Guarantor, or to the Actual Knowledge of the Manager, by any other
party, exists under any provision of such lease, and no condition or event exists, that, after the notice or lapse of time or both, would
constitute a material default thereunder by such Guarantor or, to the Actual Knowledge of the Manager, by any other party; (iv) to Manager’s
Actual Knowledge, such New Leased Real Property, and the use thereof, complies in all material respects with all applicable legal requirements,
including building and zoning ordinances and codes and the certificate of occupancy issued for such property; (v) neither the applicable
Guarantor, nor, to the Actual Knowledge of the Manager, the related sub-lessee has committed any act or omission affording any Governmental
Authority the right of forfeiture against such property; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual
Knowledge of the Manager, is threatened with respect to all or any material portion of such New Leased Real Property; (vii) all policies
of insurance (a) required to be maintained by the applicable Guarantor under such lease and (b) to the Actual Knowledge of the Manager,
required to be maintained by the Franchisee under the related sub-lease, if applicable, are valid and in full force and effect; and (viii)
all material certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for
the legal use, occupancy and operation of the Branded Restaurant on such New Leased Real Property, if such property is open for business,
have been obtained and are in full force and effect.


 


(f)
The Manager has not since the Closing Date and will
not enter into any lease included in the Real Estate Assets after the Closing Date which (i) requires Manager or its Affiliates (other
than the Securitization Entities) to provide a guaranty of any obligation of any Securitization Entity or (ii) includes any event of
default under such lease on the part of any Securitization Entity due to a bankruptcy of Manager or its Affiliates (other than the Securitization
Entities).


 


Section
5.2 Assets Acquired After the Closing Date.


 


(a)
The Manager has caused and will be required to continue
to cause the applicable Guarantor to enter into or acquire each of the following, to the extent entered into or acquired after the Closing
Date: (a) all New Franchise Agreements, New Development Agreements, New Franchisee Notes, New Equipment Leases and New Product Sourcing
Agreements, (b) all Securitization IP and (c) all Real Estate Assets. The Manager may, but shall not be obligated to, cause the Securitization
Entities to enter into, develop or acquire assets other than the foregoing from time to time; provided that the entry into, development
or acquisition of any material assets that are not reasonably ancillary to the restaurant business or the foodservice industry shall
require the prior satisfaction of the Rating Agency Condition, if applicable, and the prior written consent of the Control Party (acting
at the direction of the Controlling Class Representative). Unless otherwise agreed to in writing by the Control Party (acting at the
direction of the Controlling Class Representative), the entry into, development or acquisition of assets by the Securitization Entities
will be subject to all applicable provisions of the Indenture, this Management Agreement, the IP License Agreements and the other relevant
Transaction Documents.


 


(b)
Unless otherwise agreed to in writing by the Control
Party (acting at the direction of the Controlling Class Representative), any contribution to, or development or acquisition by, any Guarantor
of assets obtained after the Closing Date described in Section 5.2(a) shall be subject to all applicable provisions of the Indenture,
this Agreement (including the applicable representations and warranties and covenants in Articles II and V of this Agreement),
the IP License Agreements and the other Transaction Documents. Any Franchise Agreement that is obtained after the Closing Date as described
in Section 5.2(a) shall be deemed to be a New Franchise Agreement for the purposes of this Agreement.


 




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Section
5.3 Securitization IP. All Securitization IP
shall be owned solely by the applicable Guarantor and shall not be assigned, transferred or licensed out by the Guarantor or Franchise
Entities to any other entity other than as permitted or provided under the Transaction Documents.


 


Section
5.4 Restrictions on Liens. The Manager shall
not, and shall not permit any of its Subsidiaries to, create, incur, assume, permit or suffer to exist any Lien (other than Liens in
favor of the Trustee for the benefit of the Secured Parties and any Permitted Lien set forth in clauses (a), (b) or (k) of the definition
thereof) upon the Equity Interests of any Securitization Entity.


 


Article
VI


MANAGER
TERMINATION EVENTS


 


Section
6.1 Manager Termination Events.


 


(a)
Manager Termination Events. Any of the following
acts or occurrences shall constitute a “Manager Termination Event” under this Agreement, the assertion as to the occurrence
of which may be made, and notice of which may be given, by either a Securitization Entity, the Back-Up Manager, the Control Party (acting
at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party):


 


(i)
any failure by the Manager to remit a payment required
to be deposited from the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business
Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to
the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i)
if in an amount less than $250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof
(it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the
Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents);


 


(ii)
the Interest-Only DSCR as calculated as of any Quarterly
Calculation Date is less than 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply
when calculating the Interest-Only DSCR);


 


(iii)
any failure by the Manager to provide any required certificate
or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture
within three (3) Business Days of its due date;


 


(iv)
a material default by the Manager in the due performance
and observance of any provision of this Agreement or any other Transaction Document (other than as described above) to which it is party
and the continuation of such default for a period of 30 days after the Manager has been notified thereof in writing by any Securitization
Entity or the Control Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as
such default is capable of being cured), such cure period shall be extended by an additional period as may be required to cure such default,
but in no event by more than an additional 30 days;


 




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(v)
any representation, warranty or statement of the Manager
made in this Agreement or any other Transaction Document or in any certificate, report or other writing delivered pursuant thereto that
is not qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect in any material respect,
or any such representation, warranty or statement of the Manager that is qualified by materiality or the definition of “Material
Adverse Effect” proves to be incorrect, in each case as of the time when the same was made or deemed to have been made or as of
any other date specified in such document or agreement; provided that if any such breach is capable of being remedied within 30 days
after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, then a Manager
Termination Event shall only occur under this clause (v) as a result of such breach if it is not cured in all material respects
by the end of such 30-day period;


 


(vi)
an Event of Bankruptcy with respect to the Manager shall
have occurred;


 


(vii)
any final, non-appealable order, judgment or decree
is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such
order, judgment or decree remains unstayed and in effect for more than ten days;


 


(viii)
a final non-appealable judgment for an amount in excess
of $15,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction
and is not discharged or stayed within 60 days of the date when due;


 


(ix)
an acceleration of more than $15,000,000 of the Indebtedness
of the Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;


 


(x)
this Agreement or a material portion thereof ceases
to be in full force and effect or enforceable in accordance with its terms (other than in accordance with the express termination provisions
hereof) or the Manager asserts as much in writing; or


 


(xi)
the occurrence of a Change in Management following the
occurrence of a Change of Control.


 


If
a Manager Termination Event has occurred and is continuing with respect to the Manager, the Control Party (acting at the direction of
the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described
in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery
of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities,
the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to Manager shall not be required
in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party
(acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement
(or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause
(vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and
the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to
Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed
by the Control Party (at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control
Party (acting at the direction of the Controlling Class Representative), the Back-Up Manager will serve as the Interim Successor Manager
and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until
a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling
Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall
the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility
to perform any of the duties or obligations of the Manager or Successor Manager.


 




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(b)
From and during the continuation of a Manager Termination
Event, each Securitization Entity and the Trustee (acting at the direction of the Control Party) are hereby irrevocably authorized and
empowered to execute and deliver, on behalf of the Manager, as attorney-in-fact or otherwise, all documents and other instruments (including
any notices to Franchisees deemed necessary or advisable by the applicable Securitization Entity or the Control Party), and to do or
accomplish all other acts or take other measures necessary or appropriate, to effect such vesting and assumption.


 


Section
6.2 Manager Termination Event Remedies. If the
Trustee, acting at the written direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers
a Termination Notice to the Manager pursuant to Section 6.1(a) (or automatically upon the occurrence of any Manager Termination Event
described in clauses (vi) or (vii) of Section 6.1(a)), all rights, powers, duties, obligations and responsibilities of the Manager under
this Agreement and the other Transaction Documents, including with respect to the Managed Assets, the Indenture Trust Accounts, the Management
Accounts, the Advertising Fund Accounts or otherwise shall vest in and be assumed by the Successor Manager.


 


Section
6.3 Manager’s Transitional Role.


 


(a)
Disentanglement. Following the delivery of a
Termination Notice to the Manager pursuant to Section 6.1(a) or Section 6.2 above or notice of resignation of the Manager
pursuant to Section 4.4(b), the Manager shall cooperate with the Back-Up Manager and the Control Party in connection with the
implementation of the Transition Plan and the complete transition to a Successor Manager (including in connection with any resignation
of the Manager), without interruption or adverse impact on the provision of Services (the “Disentanglement”). The
Manager will (i) use its commercially reasonable efforts during the Disentanglement Period to not materially reduce the existing staff
and resources of the Manager devoted to or shared with the provision of the Services prior to the date of such Termination Notice and
(ii) allow reasonable access to the Manager’s premises, systems and offices during the Disentanglement Period ((i) and (ii) being
referred to as “Continuity of Services”). The Manager will cooperate fully with the Successor Manager and otherwise promptly
take all actions reasonably required to assist in effecting a complete Disentanglement while providing Continuity of Services and, in
connection therewith, will follow any directions that may be provided by the Back-Up Manager and the Control Party. The Manager will
provide all information and assistance regarding the terminated Services required for Disentanglement and Continuity of Services, including
data conversion and migration, interface specifications, and related professional services and provide for the prompt and orderly conclusion
or transition of all work, as the Control Party and the Back-Up Manager may reasonably direct, including completion or partial completion
of projects, documentation of all work in progress, and other measures to assure an orderly transition to the Successor Manager. All
services relating to Disentanglement and Continuity of Services, including all reasonable training for personnel of the Back-Up Manager,
the Successor Manager or the Successor Manager’s designated alternate service provider in the performance of the Services, will
be deemed a part of the Services to be performed by the Manager.


 




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(b)
Fees and Charges for the Disentanglement Services.
So long as the Manager continues to provide any Services during the Disentanglement Period (including following any removal, resignation
or other termination of the Manager), the Manager will continue to be paid the Monthly Management Fee. Upon the Successor Manager’s
assumption of the obligation to perform the applicable Services, the Manager will be further entitled to reimbursement of its actual
costs for the provision of any Disentanglement services other than those related to Continuity of Services, which shall remain a separate
obligation of the Manager.


 


(c)
Duration of Obligations. The Manager’s
obligation to provide Disentanglement services and Continuity of Services will continue during the Disentanglement Period.


 


(d)
Sub-managing Arrangements; Authorizations.


 


(i)
With respect to each Sub-managing Arrangement and unless
the Control Party elects to terminate such Sub-managing Arrangement in accordance with Section 2.10, the Manager shall: (x) assign
to the Successor Manager (or such Successor Manager’s designated alternate service provider) all of the Manager’s rights
under such Sub-managing Arrangement to which it is party used by the Manager in performance of the transitioned Services; and (y) procure
any third party authorizations necessary to grant the Successor Manager (or such Successor Manager’s designated alternate service
provider) the use and benefit of such Sub-managing Arrangement to which it is party (used by the Manager in performing the transitioned
Services), pending their assignment to the Successor Manager under this Agreement.


 


(ii)
If the Control Party elects to terminate such Sub-managing
Arrangement in accordance with Section 2.10, the Manager shall take all reasonable actions necessary or reasonably requested by
the Control Party to accomplish a complete transition of the Services performed by such Sub-manager to the Successor Manager, or to any
alternate service provider designated by the Control Party, without interruption or adverse impact on the provision of Services.


 


Section
6.4 Intellectual Property. Within thirty (30)
days of termination of this Agreement for any reason, the Manager shall deliver and surrender up to the Guarantors (with a copy to the
Successor Manager and the Control Party) any and all products, materials, or other physical objects containing the Trademarks included
in the Securitization IP or Confidential Information of the Guarantors and any copies of copyrighted works included in the Securitization
IP in the Manager’s possession or control, and shall terminate all use of all Securitization IP, including Trade Secrets; provided
that (for the avoidance of doubt) any rights granted to Manager and the other Non-Securitization Entities as licensees pursuant to the
Company Restaurant Licenses shall continue pursuant to the terms thereof notwithstanding the termination of this Agreement and/or Manager’s
role as Manager.


 


Section
6.5 Third Party Intellectual Property. The Manager
shall assist and fully cooperate with the Successor Manager or its designated alternate service provider in obtaining any necessary licenses
or consents to use any third party Intellectual Property then being used by the Manager or any Sub-manager. The Manager shall assign,
and shall cause each Sub-manager to assign, any such license or sublicense directly to the Successor Manager or its designated alternate
service provider to the extent the Manager, or each Sub-manager, as applicable, has the rights to assign such agreements to the Successor
Manager or such service provider without incurring any additional cost.


 


Section
6.6 No Effect on Other Parties. Upon any termination
of the rights and powers of the Manager from time to time pursuant to Section 6.1 or upon any appointment of a Successor Manager, all
the rights, powers, duties, obligations, and responsibilities of the Securitization Entities or the Trustee under this Agreement, the
Indenture and the other Transaction Documents shall remain unaffected by such termination or appointment and shall remain in full force
and effect thereafter, except as otherwise expressly provided in this Agreement or in the Indenture.


 




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Section
6.7 Rights Cumulative. All rights and remedies
from time to time conferred upon or reserved to the Securitization Entities, the Trustee, the Control Party, the Back-Up Manager and
the Noteholders or to any or all of the foregoing are cumulative, and none is intended to be exclusive of another or any other right
or remedy which they may have at law or in equity. Except as otherwise expressly provided herein, no delay or omission in insisting upon
the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as
a waiver or relinquishment of such provision, nor shall it impair such right or remedy. Every such right and remedy may be exercised
from time to time and as often as deemed expedient.


 


Article
VII


CONFIDENTIALITY


Section
7.1 Confidentiality.


 


(a)
Each of the parties hereto acknowledges that during
the Term of this Agreement such party (the “Recipient”) may receive Confidential Information from another party hereto
(the “Discloser”). Each such party (except for the Trustee, whose confidentiality obligations shall be governed in
accordance with the Indenture) agrees to maintain the Confidential Information of the other party in the strictest of confidence and
shall not, except as otherwise contemplated herein, at any time, use, disseminate or disclose any Confidential Information to any Person
other than (i) its officers, directors, managers, employees, agents, advisors or representatives (including legal counsel and accountants)
or (ii) in the case of the Manager and the Securitization Entities, Franchisees and prospective Franchisees, suppliers or other service
providers under written confidentiality agreements that contain provisions at least as protective as those set forth in this Agreement.
The Recipient shall be liable for any breach of this Section 7.1 by any of its officers, directors, managers, employees, agents, advisors,
representatives, Franchisees and prospective Franchisees, suppliers or other services providers and shall immediately notify Discloser
in the event of any loss or disclosure of any Confidential Information of the Discloser. Upon termination of this Agreement, Recipient
shall return to the Discloser, or at Discloser’s request, destroy, all documents and records in its possession containing the Confidential
Information of the Discloser. Confidential Information shall not include information that: (A) is already known to Recipient without
restriction on use or disclosure prior to receipt of such information from the Discloser; (B) is or becomes part of the public domain
other than by breach of this Agreement by, or other wrongful act of, the Recipient; (C) is developed by the Recipient independently of
and without reference to any Confidential Information of the Discloser; (D) is received by the Recipient from a third party who is not
under any obligation to maintain the confidentiality of such information; or (E) is required to be disclosed by applicable law, statute,
rule, regulation, subpoena, court order or legal process; provided that the Recipient shall promptly inform the Discloser of any such
requirement and cooperate with any attempt by the Discloser to obtain a protective order or other similar treatment. It shall be the
obligation of Recipient to prove that such an exception to the definition of Confidential Information exists.


 


(b)
Notwithstanding anything to the contrary contained in
Section 7.1(a), the Parties may use, disseminate or disclose Confidential Information (other than Trade Secrets) to any Person
in connection with the enforcement of rights of the Trustee or the Noteholders under the Indenture or the Transaction Documents; provided,
however, that prior to disclosing any such Confidential Information:


 


(i)
to any such Person other than in connection with any
judicial or regulatory proceeding, such Person shall agree in writing to maintain such Confidential Information in a manner at least
as protective of the Confidential Information as the terms of Section 7.1(a) and Recipient shall provide Discloser with the written
opinion of counsel that such disclosure contains Confidential Information only to the extent necessary to facilitate the enforcement
of such rights of the Trustee or the Noteholders; or


 




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(ii)
to any such Person or entity in connection with any
judicial or regulatory proceeding, Recipient will (x) promptly notify Discloser of each such requirement and identify the documents so
required thereby so that Discloser may seek an appropriate protective order or similar treatment and/or waive compliance with the provisions
of this Agreement; (y) use reasonable efforts to assist Discloser in obtaining such protective order or other similar treatment protecting
such Confidential Information prior to any such disclosure; and (z) consult with Discloser on the advisability of taking legally available
steps to resist or narrow the scope of such requirement. If, in the absence of such a protective order or similar treatment, the Recipient
is nonetheless required by law to disclose any part of Discloser’s Confidential Information, then the Recipient may disclose such
Confidential Information without liability under this Agreement, except that the Recipient will furnish only that portion of the Confidential
Information which is legally required.


 


Article
VIII


MISCELLANEOUS
PROVISIONS


 


Section
8.1 Termination of Agreement. The respective
duties and obligations of the Manager and the Securitization Entities created by this Agreement commenced on the Closing Date and shall,
unless earlier terminated pursuant to Section 6.1(a), terminate upon the satisfaction and discharge of the Indenture pursuant
to Section 12.1 of the Base Indenture (the “Term”). Upon termination of this Agreement pursuant to this Section
8.1, the Manager shall pay over to the applicable Securitization Entity or any other Person entitled thereto all proceeds of the
Managed Assets held by the Manager.


 


Section
8.2 Survival. The provisions of Section 2.1(c),
Section 2.7, Section 2.8, Section 5.1, Article VI or Article VII and this Section 8.2, Section 8.4, Section 8.5 and Section 8.9 shall
survive termination of this Agreement.


 


Section
8.3 Amendment. (a) This Agreement may only be
amended from time to time in writing, upon the written consent of the Trustee (acting at the direction of the Control Party, acting at
the direction of the Controlling Class Representative), the Securitization Entities, the Manager and the Control Party; provided that
no consent of the Trustee or the Control Party shall be required in connection with any amendment to accomplish any of the following:


 


(i)
to correct or amplify the description of any required
activities of the Manager;


 


(ii)
to add to the duties or covenants of the Manager for
the benefit of any Noteholders or any other Secured Parties, or to add provisions to this Agreement so long as such action does not modify
the Managing Standard, adversely affect the enforceability of the Securitization IP, or materially adversely affect the interests of
the Noteholders;


 


(iii)
to correct any manifest error or to cure any ambiguity,
defect or provision that may be inconsistent with the terms of the Base Indenture or any other Transaction Document, or to correct or
supplement any provision herein that may be inconsistent with the terms of the Base Indenture or any offering memorandum;


 


(iv)
to evidence the succession of another Person to any
party to this Agreement;


 




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(v)
to comply with Requirements of Law; or


 


(vi)
to take any action necessary and appropriate to facilitate
the origination of new Managed Documents, the acquisition and management of Real Estate Assets, or the management and preservation of
the Managed Documents, in each case, in accordance with the Managing Standard.


 


(b)
Any amendment that would adversely affect the Back-Up
Manager’s rights, duties, indemnifications or immunities under this Agreement shall require the prior written consent of the Back-Up
Manager.


 


(c)
Promptly after the execution of any such amendment,
the Manager shall send to the Trustee, the Control Party, the Back-Up Manager and each Rating Agency, if any, a conformed copy of such
amendment, but the failure to do so shall not impair or affect its validity.


 


(d)
Any such amendment or modification effected contrary
to the provisions of this Section 8.3 shall be null and void.


 


Section
8.4 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW RULES (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


Section
8.5 Notices. All notices, requests or other communications
desired or required to be given under this Agreement shall be in writing and shall be sent by (a) certified or registered mail, return
receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) telecopy or other facsimile transmission (following
with hard copies to be sent by national prepaid overnight delivery service) or electronic mail (of a .pdf or other similar file), or
(d) personal delivery with receipt acknowledged in writing, to the address set forth in Section 14.1 of the Base Indenture. If the Indenture
or this Agreement permits reports to be posted to a password-protected website, such reports shall be deemed delivered when posted on
such website. Any party hereto may change its address for notices hereunder by giving notice of such change to the other parties hereto,
with a copy to the Control Party. Any change of address of a Noteholder shown on a Note Register shall, after the date of such change,
be effective to change the address for such Noteholder hereunder. All notices and demands to any Person hereunder shall be deemed to
have been given either at the time of the delivery thereof at the address of such Person for notices hereunder, or on the third day after
the mailing thereof to such address, as the case may be.


 


Section
8.6 Acknowledgement. Without limiting the foregoing,
the Manager hereby acknowledges that, on the Closing Date, the Issuer has pledged to the Trustee under the Indenture, all of its right
and title to, and interest in, this Agreement and the Collateral, and such pledge includes all of the Issuer’s rights, remedies,
powers and privileges, and all claims against the Manager, under or with respect to this Agreement (whether arising pursuant to the terms
of this Agreement or otherwise available at law or in equity), including (i) the rights of such Issuer and the obligations of the Manager
hereunder and (ii) the right, at any time, to give or withhold consents, requests, notices, directions, approvals, demands, extensions
or waivers under or with respect to this Agreement or the obligations in respect of the Manager hereunder to the same extent as such
Issuer may do. The Manager hereby consents to such pledges described above, acknowledges and agrees that (x) the Control Party shall
be a third-party beneficiary of the rights of such Issuer arising hereunder and (y) the Trustee and the Control Party may, to the extent
provided in the Indenture, enforce the provisions of this Agreement, exercise the rights of such Issuer and enforce the obligations of
the Manager hereunder without the consent of such Issuer.


 




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Section
8.7 Severability of Provisions. If one or more
of the provisions of this Agreement shall be for any reason whatever held invalid or unenforceable, such provisions shall be deemed severable
from the remaining covenants, agreements and provisions of this Agreement and such invalidity or unenforceability shall in no way affect
the validity or enforceability of such remaining provisions, or the rights of any parties hereto. To the extent permitted by law, the
parties hereto waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect.


 


Section
8.8 Delivery Dates. If the due date of any notice,
certificate or report required to be delivered by the Manager hereunder falls on a day that is not a Business Day, the due date for such
notice, certificate or report shall be automatically extended to the next succeeding day that is a Business Day.


 


Section
8.9 Limited Recourse. The obligations of the
Securitization Entities under this Agreement are solely the limited liability company obligations of the Securitization Entities. The
Manager agrees that the Securitization Entities shall be liable for any claims that it may have against the Securitization Entities only
to the extent that funds or assets are available to pay such claims pursuant to the Indenture.


 


Section
8.10 Binding Effect; Assignment; Third Party Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties
hereto. Any assignment of this Agreement without the written consent of the Control Party (acting at the direction of the Controlling
Class Representative) shall be null and void. Each of the Back-Up Manager and the Control Party is an intended third party beneficiary
of this Agreement and may enforce the Agreement as though a party hereto.


 


Section
8.11 Article and Section Headings. The Article
and Section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.


 


Section
8.12 Concerning the Trustee, the Back-Up Manager
and the Control Party. Notwithstanding anything to the contrary herein, each of the Trustee, the Back-Up Manager and the Control
Party shall be afforded the rights, privileges, protections, immunities and indemnities set forth in the Indenture and the other Transaction
Documents as if fully set forth herein.


 


Section
8.13 Counterparts. This Agreement may be executed
by the parties hereto in several counterparts (including by facsimile or other electronic means of communication), each of which when
so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.


 


Section
8.14 Entire Agreement. This Agreement, together
with the Indenture and the other Transaction Documents and the Managed Documents constitute the entire agreement and understanding among
the parties with respect to the subject matter hereof. Any previous agreement among the parties with respect to the subject matter hereof
is superseded by this Agreement, the Indenture, the other Transaction Documents and the Managed Documents.


 


Section
8.15 Waiver of Jury Trial; Jurisdiction; Consent
to Service of Process.


 


(a)
The parties hereto each hereby waives any right to have
a jury participate in resolving any dispute, whether in contract, tort or otherwise, arising out of, connected with, relating to or incidental
to the transactions contemplated by this Agreement.


 


(b)
The parties hereto each hereby irrevocably submits (to
the fullest extent permitted by applicable law) to the non-exclusive jurisdiction of any New York state or federal court sitting in the
borough of Manhattan, New York City, State of New York, over any action or proceeding arising out of or relating to this Agreement or
any Transaction Documents, and the parties hereto hereby irrevocably agree that all claims in respect of such action or proceeding shall
be heard and determined in such New York state or federal court. The parties hereto each hereby irrevocably waive, to the fullest extent
permitted by applicable law, any objection each may now or hereafter have, to remove any such action or proceeding, once commenced, to
another court on the grounds of forum non conveniens or otherwise.


 


(c)
Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 8.5. Nothing in this Agreement shall affect the right of any
party to this Agreement to serve process in any other manner permitted by law.


 


Section
8.16 Joinder of New Franchise Entities. In the
event any Issuer shall form an Additional Franchise Entity pursuant to Section 8.34 of the Base Indenture, such Additional Franchise
Entity shall execute and deliver to the Manager and the Trustee (i) a Joinder Agreement substantially in the form of Exhibit B and (ii)
Power of Attorney in the form of Exhibit A, and such new Guarantor shall thereafter for all purposes be a party hereto and have the same
rights, benefits and obligations as a Guarantor party hereto on the Closing Date.


 


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remainder of this page is intentionally left blank.] 


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


		MANAGER:	



 


	FAT
    BRANDS INC.	 
	 	 	 
	By:	/s/
Andrew A. Wiederhorn 
	 
	Name:	Andrew
    A. Wiederhorn 	 
	Title:	President
    and Chief Executive Officer	 


 


	ISSUER:
    	 
	 	 
	FAT
    BRANDS GFG ROYALTY I, LLC	 
	 	 
	By:	/s/
                                            Andrew A. Wiederhorn
	 
	Name:	Andrew
    A. Wiederhorn    	 
	Title:	President
    and Chief Executive Officer  	 


 


TRUSTEE:


 


	UMB
    BANK, N.A.	 
	 	 
	By:	/s/
Michele Voon 
	 
	Name:	Michele
    Voon    	 
	Title:	Vice
    President    	 


 


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	GUARANTORS:

     

	HDOS
                                            FRANCHISING, LLC

    MARBLE
    SLAB FRANCHISING, LLC

    GAC
    FRANCHISING, LLC

    PM
    FRANCHISING, LLC

    ROUND
    TABLE FRANCHISE CORPORATION

    GAC
    MANUFACTURING, LLC

    GAC
    SUPPLY, LLC

    HDOS
    FRANCHISE BRANDS, LLC

    MARBLE
    SLAB FRANCHISE BRANDS, LLC

    AFB
    DISSOLUTION LLC

    GAC
    FRANCHISE BRANDS, LLC

    MAGGIEMOO’S
    FRANCHISE BRANDS, LLC

    PM
    FRANCHISE BRANDS, LLC

    PT
    FRANCHISE BRANDS, LLC,

    MSC
    CORPORATE HOLDINGS, LLC

    GAC
    CORPORATE HOLDINGS, LLC

    PM
    CORPORATE HOLDINGS, LLC

    PT
    FRANCHISING, LLC

    HDOS
    BRAND AND MARKETING FUND, LLC

    HDOS
    SHOWCASE, LLC

    MARBLE
    SLAB BRAND AND MARKETING FUND, LLC

    GAC
    BRAND AND MARKETING FUND, LLC

    MAGGIEMOO’S
    FRANCHISING, LLC

    PM
    BRAND AND MARKETING FUND, LLC

    PT
    BRAND AND MARKETING FUND, LLC

    MAGGIEMOO’S
    BRAND AND MARKETING FUND, LLC

    ROUND
    TABLE ADVERTISING, LLC

    ROUND
    TABLE PIZZA, INC.



 


	By:	/s/
    Andrew A. Wiederhorn 	 
	Name:	Andrew
    A. Wiederhorn    	 
	Title:	President
    and Chief Executive Officer  	 


 


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CONSENT
OF CONTROL PARTY: 


 


Citadel
SPV LLC, as Control Party, hereby consents to the execution and delivery of this Agreement by the parties hereto, and as Control Party
hereby directs the Trustee to execute and deliver this Agreement.


 


	Citadel
    SPV LLC, as Control Party	 
	 	 	 
	By:	/s/
    Orlando Figueroa  	 
	Name:	Orlando
    Figueroa	 
	Title:	Senior
    Managing Director	 


 




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EXHIBIT
A


 


POWER
OF ATTORNEY OF THE SECURITIZATION ENTITIES


 


Dated:
July 22, 2021


 


KNOW
ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of July 22, 2021 (as amended, restated, supplemented
or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Management Agreement), by and among FAT Brands GFG Royalty I, LLC, a Delaware
limited liability company (together with its successors and assigns, the “Issuer”); each of the “Guarantors”
from time to time a party thereto (each, a “Guarantor” and together with their respective successors and assigns,
the “Guarantors” and, together with the Issuer, the “Securitization Entities”); FAT Brands Inc.,
a Delaware corporation, as Manager (the “Manager”); and UMB Bank, N.A., as the indenture trustee; and consented to
by Citadel SPV LLC, as Control Party, the undersigned Securitization Entities hereby appoint the Manager and any and all officers thereof
as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in the Management
Agreement) being performed with respect to the Managed Assets, with full irrevocable power and authority in the place of each Securitization
Entity and in the name of each Securitization Entity or in its own name as agent of each Securitization Entity, to take any and all appropriate
action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to
the Management Agreement, including, without limitation, the full power to:


 


a.
perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Transaction
Documents to be performed, prepared and/or filed by the Securitization Entities, including: (i) recording such financing statements (including
continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Securitization Entities
may from time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Securitization Entities
to the Trustee under the Transaction Documents in accordance with the UCC; and (ii) executing grants of security interests or any similar
instruments required under the Transaction Documents to evidence such Lien in the Collateral; and


 


b.
take such actions on behalf of each Securitization Entity as such Securitization Entity or Manager may reasonably request that are expressly
required by the terms, provisions and purposes of the Management Agreement; or cause the preparation by other appropriate Persons, of
all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms
of the Transaction Documents.


 


With
respect to the IP Services, the undersigned hereby further appoint the Manager and any and all officers thereof as its true and lawful
attorney in fact, with full power of substitution, in connection with the IP Services described below being performed with respect to
the Securitization IP, with full irrevocable power and authority in the place of the applicable Securitization Entity that is the owner
thereof and in the name of the applicable Securitization Entity or in its own name as agent of such Securitization Entity, to take any
and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the
foregoing, subject to the Management Agreement, including, without limitation, the full power to perform:


 


c.
searching, screening and clearing After-Acquired Securitization IP to assess patentability, registrability and the risk of potential
infringement;


 




    	A-1



     


    

 


d.
filing, prosecuting and maintaining applications and registrations for the Securitization IP in the applicable Securitization Entity’s
name throughout the world, including timely filing of evidence of use, applications for renewal and affidavits of use and/or incontestability,
timely paying of all registration and maintenance fees, responding to third-party oppositions of applications or challenges to registrations,
and responding to any office actions, reexaminations, interferences, inter partes reviews, post grant reviews, or other office or examiner
requests, reviews or requirements;


 


e.
monitoring third-party use and registration of Trademarks and taking actions the Manager deems appropriate to oppose or contest the use
and any application or registration for Trademarks that could reasonably be expected to infringe, dilute or otherwise violate the Securitization
IP or the applicable Securitization Entity’s rights therein;


 


f.
confirming each Securitization Entity’s legal title in and to any or all of the Securitization IP, including obtaining written
assignments of Securitization IP to the applicable Securitization Entity and recording transfers of title in the appropriate intellectual
property registry throughout the world;


 


g.
with respect to each Securitization Entity’s rights and obligations under the IP License Agreements and any Transaction Documents,
monitoring the licensee’s use of each licensed Trademark and the quality of its goods and services offered in connection with such
Trademarks, rendering any approvals (or disapprovals) that are required under the applicable license agreement(s), and employing reasonable
means to ensure that any use of any such Trademarks by any such licensee satisfies the quality control standards and usage provisions
of the applicable license agreement;


 


h.
protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution,
misappropriation, unauthorized use or other violation of the Securitization IP, or any portion thereof, enforcing such Securitization
IP, including, (i) preparing and responding to cease-and-desist, demand and notice letters, and requests for a license; and (ii) commencing,
prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other
violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith;
provided that each Securitization Entity shall, and agrees to, join as a party to any such suits to the extent necessary to maintain
standing;


 


i.
performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Transaction
Document to be performed, prepared and/or filed by the applicable Securitization Entity, including (i) executing and recording such financing
statements (including continuation statements) or amendments thereof or supplements thereto or such other instruments as the Issuer or
the Control Party may, from time to time, reasonably request (consistent with the obligations of the Securitization Entities to perfect
the Trustee’s lien only in the United States) in connection with the security interests in the Securitization IP granted by each
Securitization Entity to the Trustee under the Indenture and (ii) preparing, executing and delivering grants of security interests or
any similar instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations
of each Securitization Entity to perfect the Trustee’s lien only in the United States) that are intended to evidence such security
interests in the Securitization IP and recording such grants or other instruments with the relevant Governmental Authority including
the PTO and the United States Copyright Office;


 




    	A-2



     


    

 


j.
taking such actions as any licensee under an IP License Agreement may request that are required by the terms, provisions and purposes
of such IP License Agreement (or by any other agreements pursuant to which the applicable Securitization Entity licenses the use of any
Securitization IP) to be taken by the applicable Securitization Entity, and preparing (or causing to be prepared) for execution by each
Securitization Entity all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or
file under the terms of such IP License Agreements (or such other agreements);


 


k.
paying or causing to be paid or discharged, from funds of the Securitization Entities, any and all taxes, charges and assessments that
may be levied, assessed or imposed upon any of the Securitization IP or contesting the same in good faith;


 


l.
obtaining licenses of third-party Intellectual Property for use and sublicense in connection with the Managed Assets and any other assets
of the Securitization Entities;


 


m.
sublicensing the Securitization IP to suppliers, manufacturers, advertisers and other service providers in connection with the provision
of products and services for use in the Franchised Restaurant Business; and


 


n.
with respect to Trade Secrets and other confidential information of each Securitization Entity, taking all reasonable measures to maintain
confidentiality and to prevent non-confidential disclosures.


 


THIS
POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO POWERS OF ATTORNEY MADE AND TO BE EXERCISED WHOLLY WITHIN
SUCH STATE.


 


This
power of attorney is coupled with an interest. Capitalized terms used herein, and not defined herein shall have the meanings applicable
to such terms in the Management Agreement.


 


[The
remainder of this page is intentionally left blank.]


 




    	A-3



     


    

 


IN
WITNESS WHEREOF, the undersigned parties hereto have caused this Power of Attorney to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.


 


	ISSUER:
    	 
	 	 	 
	FAT
    BRANDS GFG ROYALTY I, LLC	 
	 	 	 
	By:	 	 
	Name:	Andrew
    A. Wiederhorn    	 
	Title:	President
    and Chief Executive Officer  	 


 


GUARANTORS:


 


	HDOS
                                            FRANCHISING, LLC

    MARBLE
    SLAB FRANCHISING, LLC

    GAC
    FRANCHISING, LLC

    PM
    FRANCHISING, LLC

    ROUND
    TABLE FRANCHISE CORPORATION

    GAC
    MANUFACTURING, LLC

    GAC
    SUPPLY, LLC

    HDOS
    FRANCHISE BRANDS, LLC

    MARBLE
    SLAB FRANCHISE BRANDS, LLC

    AFB
    DISSOLUTION LLC

    GAC
    FRANCHISE BRANDS, LLC

    MAGGIEMOO’S
    FRANCHISE BRANDS, LLC

    PM
    FRANCHISE BRANDS, LLC

    PT
    FRANCHISE BRANDS, LLC,

    MSC
    CORPORATE HOLDINGS, LLC

    GAC
    CORPORATE HOLDINGS, LLC

    PM
    CORPORATE HOLDINGS, LLC

    PT
    FRANCHISING, LLC

    HDOS
    BRAND AND MARKETING FUND, LLC

    HDOS
    SHOWCASE, LLC

    MARBLE
    SLAB BRAND AND MARKETING FUND, LLC

    GAC
    BRAND AND MARKETING FUND, LLC

    MAGGIEMOO’S
    FRANCHISING, LLC

    PM
    BRAND AND MARKETING FUND, LLC

    PT
    BRAND AND MARKETING FUND, LLC

    MAGGIEMOO’S
    BRAND AND MARKETING FUND, LLC

    ROUND
    TABLE ADVERTISING, LLC

    ROUND
    TABLE PIZZA, INC.



 


	By:	 
	 
	Name:	Andrew
    A. Wiederhorn    	 
	Title:	President
    and Chief Executive Officer  	 


 




    	A-4



     


    




 


	A
    notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to
    which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


STATE
OF CALIFORNIA             )


              )
ss.


COUNTY
OF LOS ANGELES )


 


On
July ____, 2021 before me, ____________________, Notary Public, personally appeared ________________, who proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity/ies, and that by his/her signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS
my hand and official seal.


 


	 	 




		___________,
  Notary Public




 




    	A-5



     


    

 


EXHIBIT
B


 


JOINDER
AGREEMENT


 


JOINDER
AGREEMENT, dated as of , 20______ (this “Joinder Agreement”), made by _____, a _____________ (the “Additional
Franchise Entity”), in favor of FAT BRANDS INC., a Delaware corporation, as Manager (the “Manager”), and
UMB BANK, N.A., as Trustee (in such capacity, together with its successors, the “Trustee”). All capitalized terms
not defined herein shall have the meaning ascribed to them in the Management Agreement (as defined below).


 


W
I T N E S E T H:


 


WHEREAS,
FAT Brands GFG Royalty I, LLC, a Delaware limited liability company (the “Issuer”), the Trustee and UMB Bank, N.A.,
as securities intermediary, have entered into a Base Indenture dated as of the Closing Date, (as amended, restated, supplemented or otherwise
modified from time to time, exclusive of any Series Supplements, the “Base Indenture” and, together with all Series
Supplements, the “Indenture”), providing for the issuance from time to time of one or more Series of Notes thereunder;
and


 


WHEREAS,
in connection with the Base Indenture, the Issuer, the other Securitization Entities party thereto from time to time, the Manager and
the Trustee have entered into the Management Agreement, dated as of July 22, 2021 (as amended, restated, supplemented or otherwise modified
from time to time, the “Management Agreement”); and


 


WHEREAS,
the Additional Franchise Entity has agreed to execute and deliver this Joinder Agreement in order to become a party to the Management
Agreement;


 


NOW,
THEREFORE, IT IS AGREED:


 


2.
Management Agreement. By executing and delivering this Joinder Agreement, the Additional Franchise Entity, as provided in Section
8.16 of the Management Agreement, hereby becomes a party to the Management Agreement as a Guarantor thereunder with the same force
and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes
all obligations and liabilities of a Guarantor thereunder. Each reference to a “Guarantor” in the Management Agreement shall
be deemed to include the Additional Franchise Entity. The Management Agreement is hereby incorporated herein by reference.


 


3.
Counterparts; Binding Effect. This Joinder Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which taken together shall constitute a single contract. This Joinder
Agreement shall become effective when each of the Additional Franchise Entity, the Manager and the Trustee has executed a counterpart
hereof. Delivery of an executed counterpart of a signature page of this Joinder Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Joinder Agreement.


 


4.
Full Force and Effect. Except as expressly supplemented hereby, the Management Agreement shall remain in full force and effect.


 


5.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK).


 




    	B-1



     


    

 


IN
WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.


 


	 	[NAME
    OF ADDITIONAL FRANCHISE ENTITY]
	 	 	                 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


AGREED
TO AND ACCEPTED


 


	FAT
    BRANDS INC., as Manager
	 	 	 
	By:	      	 
	Name:	 	 
	Title:	 	
	 	 	 
	UMB
    BANK, N.A., in its capacity as Trustee
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	B-2



     


    

 





	Table
                                            of Contents continued

    



 


	 	Page
	 	 
	Article
    I DEFINITIONS	2
	Section
    1.1	Certain
    Definitions	2
	Section
    1.2	Other
    Defined Terms	11
	Section
    1.3	Other
    Terms	11
	Section
    1.4	Computation
    of Time Periods	11
	 	 	 
	Article
    II ADMINISTRATION AND SERVICING OF MANAGED ASSETS	12
	Section
    2.1	Manager
    to Act as Manager	12
	Section
    2.2	Accounts	13
	Section
    2.3	Records	15
	Section
    2.4	Administrative
    Duties of Manager	16
	Section
    2.5	No
    Offset	17
	Section
    2.6	Compensation
    and Expenses	17
	Section
    2.7	Indemnification	17
	Section
    2.8	Nonpetition
    Covenant	18
	Section
    2.9	Franchisor
    Consent	18
	Section
    2.10	Appointment
    of Sub-managers	19
	Section
    2.11	Insurance/Condemnation
    Proceeds	19
	Section
    2.12	Permitted
    Asset Dispositions	19
	Section
    2.13	Manager
    Advances	20
	Section
    2.14	Product
    Sourcing Advances	20
	Section
    2.15	Beverage
    Sales Agreement	20
	 	 	 
	Article
    III STATEMENTS AND REPORTS	20
	Section
    3.1	Reporting
    by the Manager	20
	Section
    3.2	Appointment
    of Independent Auditor	21
	Section
    3.3	Annual
    Accountants’ Reports	22
	Section
    3.4	Available
    Information	22
	 	 	 
	Article
    IV THE MANAGER	22
	Section
    4.1	Representations
    and Warranties Concerning the Manager	22
	Section
    4.2	Existence;
    Status as Manager	25
	Section
    4.3	Performance
    of Obligations	25
	Section
    4.4	Merger
    and Resignation	29
	Section
    4.5	Notice
    of Certain Events	30
	Section
    4.6	Capitalization	30
	Section
    4.7	Maintenance
    of Separateness	30
	 	 	 
	Article
    V ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS	31
	Section
    5.1	Representations
    and Warranties Made in Respect of New Assets	31
	Section
    5.2	Assets
    Acquired After the Closing Date	33
	Section
    5.3	Securitization
    IP	34
	Section
    5.4	Restrictions
    on Liens	34
	 	 	 
	Article
    VI MANAGER TERMINATION EVENTS	34
	Section
    6.1	Manager
    Termination Events	34
	Section
    6.2	Manager
    Termination Event Remedies	36
	Section
    6.3	Manager’s
    Transitional Role	36
	Section
    6.4	Intellectual
    Property	37
	Section
    6.5	Section
    6	37
	Section
    6.6	No
    Effect on Other Parties	37
	Section
    6.7	Rights
    Cumulative	38


 




    	i



     


    

 





	Table
                                            of Contents continued

    



 


	 	Page
	 	 
	Article VII CONFIDENTIALITY  	38
	Section 7.1	Confidentiality	38
	 	 	 
	Article
    VIII MISCELLANEOUS PROVISIONS	39
	Section
    8.1	Termination
    of Agreement	39
	Section
    8.2	Survival	39
	Section
    8.3	Amendment	39
	Section
    8.4	Governing
    Law	40
	Section
    8.5	Notices	40
	Section
    8.6	Acknowledgement	40
	Section
    8.7	Severability
    of Provisions	41
	Section
    8.8	Delivery
    Dates	41
	Section
    8.9	Limited
    Recourse	41
	Section
    8.10	Binding
    Effect; Assignment; Third Party Beneficiaries	41
	Section
    8.11	Article
    and Section Headings	41
	Section
    8.12	Concerning
    the Trustee	41
	Section
    8.13	Counterparts	41
	Section
    8.14	Entire
    Agreement	41
	Section
    8.15	Waiver
    of Jury Trial; Jurisdiction; Consent to Service of Process	41
	Section
    8.16	Joinder
    of New Franchise Entities	41


 


Exhibit
A – Power of Attorney


 


Exhibit
B – Joinder Agreement


 




    	ii



     


    

 


MANAGEMENT
AGREEMENT


 


Dated
as of July 22, 2021


 


by
and among


 


FAT
BRANDS GFG ROYALTY I, LLC, as Issuer,


 


THE
OTHER SECURITIZATION ENTITIES PARTY


HERETO
FROM TIME TO TIME,


 


FAT
BRANDS INC., as the Manager,


 


and


UMB
BANK, N.A., as the Trustee