Exhibit
10.2


 


MANAGEMENT
AGREEMENT 


 


Dated
as of December 15, 2021


 


by
and among


 


FAT
BRANDS FAZOLI’S NATIVE 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


 




    	 



     


    

 


TABLE
OF CONTENTS


 


	 	Page
	 	 
	Article
    I DEFINITIONS	2
	Section
    1.1	Certain
    Definitions	2
	Section
    1.2	Other
    Defined Terms	12
	Section
    1.3	Other
    Terms	13
	Section
    1.4	Computation
    of Time Periods	13
	 	 	 
	Article
    II ADMINISTRATION AND SERVICING OF MANAGED ASSETS	13
	Section
    2.1	Manager
    to Act as Manager	13
	Section
    2.2	Accounts	15
	Section
    2.3	Records	17
	Section
    2.4	Administrative
    Duties of Manager	17
	Section
    2.5	No
    Offset	18
	Section
    2.6	Compensation
    and Expenses	18
	Section
    2.7	Indemnification	18
	Section
    2.8	Nonpetition
    Covenant	19
	Section
    2.9	Franchisor
    Consent	20
	Section
    2.10	Appointment
    of Sub-managers	20
	Section
    2.11	Insurance/Condemnation
    Proceeds	20
	Section
    2.12	Permitted
    Asset Dispositions	20
	Section
    2.13	Manager
    Advances	20
	Section
    2.14	Product
    Sourcing Advances	21
	Section
    2.15	Rebate
    Agreements	21
	 	 	 
	Article
    III STATEMENTS AND REPORTS	21
	Section
    3.1	Reporting
    by the Manager	21
	Section
    3.2	Appointment
    of Independent Auditor	22
	Section
    3.3	Annual
    Accountants’ Reports	22
	Section
    3.4	Available
    Information	23
	 	 	 
	Article
    IV THE MANAGER	23
	Section
    4.1	Representations
    and Warranties Concerning the Manager	23
	Section
    4.2	Existence;
    Status as Manager	26
	Section
    4.3	Performance
    of Obligations	26
	Section
    4.4	Merger
    and Resignation	29
	Section
    4.5	Notice
    of Certain Events	30
	Section
    4.6	Capitalization	31
	Section
    4.7	Maintenance
    of Separateness	31
	 	 	 
	Article
    V REPRESENTATIONS, WARRANTIES AND COVENANTS	32
	Section
    5.1	Representations
    and Warranties Made in Respect of New Assets	32
	Section
    5.2	Assets
    Acquired After the Closing Date	34
	Section
    5.3	Securitization
    IP	35
	Section
    5.4	Restrictions
    on Liens	35
	 	 	 
	Article
    VI MANAGER TERMINATION EVENTS	35
	Section
    6.1	Manager
    Termination Events	35
	Section
    6.2	Manager
    Termination Event Remedies	37
	Section
    6.3	Manager’s
    Transitional Role	37
	Section
    6.4	Intellectual
    Property	38
	Section
    6.5	Third
    Party Intellectual Property	39
	Section
    6.6	No
    Effect on Other Parties	39
	Section
    6.7	Rights
    Cumulative	39


 




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TABLE
OF CONTENTS CONTINUED


 


	 	Page
	 	 
	Article
    VII CONFIDENTIALITY	39
	Section
    7.1	Confidentiality	39
	 	 	 
	Article
    VIII MISCELLANEOUS PROVISIONS	40
	Section
    8.1	Termination
    of Agreement	40
	Section
    8.2	Survival	40
	Section
    8.3	Amendment	41
	Section
    8.4	Governing
    Law	41
	Section
    8.5	Notices	41
	Section
    8.6	Acknowledgement	42
	Section
    8.7	Severability
    of Provisions	42
	Section
    8.8	Delivery
    Dates	42
	Section
    8.9	Limited
    Recourse	42
	Section
    8.10	Binding
    Effect; Assignment; Third Party Beneficiaries	42
	Section
    8.11	Article
    and Section Headings	42
	Section
    8.12	Concerning
    the Trustee, the Back-Up Manager and the Control Party	42
	Section
    8.13	Counterparts	43
	Section
    8.14	Entire
    Agreement	43
	Section
    8.15	Waiver
    of Jury Trial; Jurisdiction; Consent to Service of Process	43
	Section
    8.16	Joinder
    of New Guarantors	43
	 	 	 
	Exhibit
    A – Power of Attorney	 
	 	 
	Exhibit
    B – Joinder Agreement	 


 




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MANAGEMENT
AGREEMENT


 


This
MANAGEMENT AGREEMENT, dated as of December 15, 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 Fazoli’s Native I, LLC, a Delaware limited liability company (together with
                                            its successors and assigns, the “Issuer”);



 


		b)	Fazoli’s
                                            Franchising Systems, LLC, a Delaware limited liability company and Native Grill and Wings
                                            Franchising, LLC, a Delaware limited liability company (together with each Additional Guarantor
                                            designated as a “Fazoli’s Franchise Entity” or as a “Native Franchise
                                            Entity” and each of their respective successors and assigns, the “Franchise
                                            Entities” and, each, a “Franchise Entity”)



 


		c)	Fazoli’s
                                            Holdings, LLC, a Delaware limited liability company; Fazoli’s Group, Inc., a Delaware
                                            corporation; Fazoli’s Restaurant Group, Inc., a Delaware corporation; Fazoli’s
                                            Promotions, Inc., a Florida corporation; Fazoli’s System Management, LLC, a Delaware
                                            limited liability company and Fazoli’s Joint Venture, Ltd., a Kentucky limited partnership
                                            (together with the Franchise Entities, each Additional Guarantor that may join this Agreement
                                            pursuant to Section 8.16 hereof and each of their respective successors and assigns,
                                            the “Guarantors” and, each, a “Guarantor”, and the
                                            Guarantors together with the Issuer, the “Securitization Entities”);



 


		d)	FAT
                                            Brands Inc., a Delaware corporation, as Manager (in its individual capacity and as Manager,
                                            together with its successors and assigns, the “Manager”);



 


		e)	UMB
                                            Bank, N.A., not in its individual capacity but solely as the indenture trustee (together
                                            with its successor and assigns, the “Trustee”); and



 


		f)	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 December 15, 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 Company Restaurants (including
the related Company Restaurant Assets), the Contribution Agreements, the Company Restaurant Leases, the Development Agreements, the Equipment
Leases, the Franchise Agreements, the Franchisee Notes, the Product Sourcing Assets, the Real Estate Assets, the Securitization IP, the
New 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 License Agreement
or otherwise.


 


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


 


“Branded
Restaurant” means collectively the Franchised Restaurants and the Company Restaurants.


 


“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


 




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(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 or its parent company, Fog Cutter
Capital Group, Inc.


 


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 a Securitization Entity, including Branded Restaurants
that a Securitization Entity reacquires from Franchisees from time to time.


 


“Company
Restaurant Account” has the meaning set forth in Section 2.2(h).


 


“Company
Restaurant Assets” means all of the assets owned by a Company Restaurant Guarantor associated with owning and operating the
Company Restaurants (such as furnishings, cooking equipment, cooking supplies and computer equipment).


 


“Company
Restaurant Collections” means all cash revenues (including gift card redemption amounts but excluding proceeds of the initial
sale of gift cards), credit card and debit card proceeds generated by Company Restaurants including Pass-Through Amounts.


 


“Company
Restaurant Guarantors” mean the Fazoli’s Company Restaurant Guarantors and the Native Company Restaurant Guarantors.


 


“Company
Restaurant Leases” means the leases from landlords related to properties on which Company Restaurants are located that were
contributed to, distributed to or otherwise acquired by a Company Restaurant Guarantor on or prior to the Closing Date.


 


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


 


“Company
Restaurant Royalty Payments” means the royalty payments paid by the Company Restaurant Guarantors to the Concentration Account
pursuant to the Management Agreement in an amount equal to 5% of Company Restaurant Collections.


 


“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.


 




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“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.


 


“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.


 


“Distributor”
means any 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.


 


“Fazoli’s
Company Restaurant Guarantors” mean (i) Fazoli’s Joint Venture, Ltd. and (ii) any Additional Guarantor that is designated
as a “Fazoli’s Company Restaurant Guarantor”.


 


“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 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.


 


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


 




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“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 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 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 any of the positions listed above.


 


“Licensees”
means, collectively, the Franchisees and the Company Restaurant Guarantors.


 


“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 FAT Brands Inc., a Delaware corporation, 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 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 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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“Monthly
Management Fee” means, with respect to each Monthly Allocation Date, the amount of $541,666.67, subject to successive three
percent (3%) annual increases; provided, with the consent of the Control Party, acting at the direction of the Controlling Class Representative,
such Monthly Management Fee can be increased in the event there is a Successor Manager.


 


“Native
Company Restaurant Guarantors” mean any Additional Guarantor that is designated as a “Native Company Restaurant Guarantor”.


 


“New
Asset” means a New Franchise Agreement, a New Development Agreement, a New Real Estate Asset, New Company Restaurant (including
the related Company Restaurant Assets), a New Franchisee Note, a New Equipment Lease, a New Product Sourcing Asset or New Company Restaurant
Lease entered into or acquired 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 Asset, the date on which such New Product Sourcing Asset is acquired or becomes effective in accordance
with the terms thereof.


 


“New
Company Restaurant Leases” means all Company Restaurant Leases entered into by a Securitization Entity following the Closing
Date.


 


“New
Company Restaurants” means all Company Restaurants acquired by a Securitization Entity following the Closing Date.


 


“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.


 




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“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.


 


“New
Product Sourcing Assets” means all Product Sourcing Assets and related agreements entered into by a Securitization Entity following
the Closing Date.


 


“New
Real Estate Assets” means collectively, the New Owned Real Property, the New Franchised Restaurant Leases and the New Company
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 Company Restaurant Guarantor as performed with respect to any Branded Restaurant
so long as such practices, standards and procedures with respect to any Branded Restaurant 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.


 


“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) collecting and administering
amounts received under Franchise Agreements in respect of any Brand technology fund and the development of certain of restaurant-level
and above-restaurant-level technology systems; (g) providing such Franchisee with the Manager’s ongoing training programs and materials
designed for use in the Franchised Restaurants; and (h) 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 the 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 Franchise Entity
under the related Franchise Agreement, including, without limitation, 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. The Manager provides
very similar services after the opening of a Company Restaurant.


 




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“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 the 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 Franchise Entity under the related
Franchise Agreement, including, without limitation, 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. The Manager provides very similar
services prior to the opening of a Company Restaurant.


 


“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 distribution agreement 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 Licensee or any other Person pursuant to current practices, a Product Sourcing Agreement
or otherwise.


 


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


 




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“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, without limitation, 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.


 


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


 


“Restaurant
Business” means the business of franchising, licensing or owning 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.


 


“Restaurant
Operating Expenses” means (a) operating expenses that are incurred by or allocated, in accordance with the Managing Standard,
to Company Restaurants in the ordinary course of business relating to the operation of the Company Restaurants, such as the cost of goods
sold, labor (including wages, workers’ compensation-related expenses and other labor-related expenses for employees in respect
of Company Restaurants), repair and maintenance expenses, insurance (including self-insurance), (b) local advertising expenses and Advertising
Fees allocable to the Company Restaurants, (c) lease payments to third party landlords with respect to the Company Restaurants, (d) Pass-Through
Amounts with respect to the Company Restaurants, (e) debt service and other amounts required to be paid in respect of Applicable Properties
and (f) amounts required to be paid with respect to the Company Restaurants in connection with the Company Restaurant Royalty Payments,
if any.


 


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


 




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“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 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 payments from Franchisees and
Company Restaurant Guarantors 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 Branded Restaurants; (t) establishing and/or providing quality control services and standards for food, equipment,
suppliers and distributors in connection with the 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, if any;
(v) developing new products and services (or modifying any existing products and services) to be offered in connection with the Restaurant
Business and the other assets of the Securitization Entities; (w) in connection with the 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
services with respect to the Company Restaurants and Company Restaurant Assets; (z) performing the IP Services; (aa) developing and administering
advertising, marketing and promotional programs relating to the Brands and Branded Restaurants; (bb) 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; (cc) obtaining and maintaining applicable liquor licenses, if any, and perform any other services that
the Manager deems necessary or advisable to operate the Company Restaurants; and (dd) 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.


 




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


 


“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.


 




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(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.”


 


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.


 




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(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.


 


(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.


 




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(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.


 


(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.


 




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(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 Company Restaurant
Guarantors 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 or the Company Restaurant 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 Branded Restaurants. 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.


 


(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 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 Restaurant Guarantors,, 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 or Company Restaurant Guarantor 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 Branded Restaurants will be held in accounts in the name of selling Franchisee
or Company Restaurant Guarantor, and the Manager may engage a third-party vendor to administer reimbursements of the applicable Franchisee
or Company Restaurant Guarantor with respect to the redemption of gift cards sold at Branded Restaurants.


 




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(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.


 


(h)
Company Restaurant Account. The Company Restaurant Guarantors shall maintain an account designated as the “Company Restaurant
Account” in the name and for the benefit of the Company Restaurant Guarantors (the “Company Restaurant Account”),
which is funded with Company Restaurant Collections and certain other amounts related to the Company Restaurants. The Manager shall cause
all revenue generated from the operation of the Company Restaurants to be deposited into the Company Restaurant Account in accordance
with the terms of the Transaction Documents. The Manager may withdraw available amounts on deposit in the Company Restaurant Account
to pay the Restaurant Operating Expenses. On a monthly basis, the Manager shall cause the Guarantors to pay the Monthly Fiscal Period
Company Restaurant Profits True-up Amounts and Monthly Fiscal Period Estimated Company Restaurant Profits Amounts in accordance with
the Indenture and other Transaction Documents.


 


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.


 


(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.


 




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(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)
Duties with Respect to the Company Restaurant Guarantors. In addition to the duties of the Manager set forth in this Agreement
or any of the Transaction Documents, the Manager shall perform all of the duties and obligations of the Company Restaurant Guarantors
in connection with the operations and ownership of the Company Restaurants, including, without limitation, paying all applicable taxes,
collecting revenues generated by the Company Restaurants, maintaining appropriate levels of property and casualty insurance and performing
any other activities necessary or desirable for the operation of the Company Restaurants and the development, acquisition, closure and
disposition of Company Restaurants, in each case as permitted or required under the Transaction Documents. The Manager shall hire, train
and manage employees of the Company Restaurants, including the administration of personnel and human resources on behalf of the Company
Restaurant Guarantors and negotiate with vendors, suppliers, distributors and other third parties on behalf of the Company Restaurant
Guarantors in connection with the operation of Company Restaurants. Company Restaurant Assets such as furnishings, cooking equipment,
cooking supplies and computer equipment are required to be selected and acquired by the Manager on behalf of the Company Restaurant Guarantors
and disposed of in accordance with the terms of the other Transaction Documents. The Manager shall implement repairs, maintenance and
re-modeling projects at Company Restaurants on behalf of the Company Restaurant Guarantors. The Manager shall obtain and maintain applicable
liquor licenses and perform any other services that the Manager deems necessary or advisable to operate the Company Restaurants. The
Manager shall develop and implement new menu items to be served at Company Restaurants. The Manager shall perform the duties and obligations
and enforce the rights of the Company Restaurant Guarantors pursuant to the terms of the Transaction Documents.


 


(d)
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).


 


(e)
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.


 


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 shall 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 shall 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.


 




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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.


 


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 which shall be administered
in accordance with the Indenture.


 


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 but
subject to the terms of the Indenture with respect to Asset Disposition Proceeds, 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.


 


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 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.


 




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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 the applicable Guarantor under the Rebate Agreements.


 


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.


 


(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.


 




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(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.


 


(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.


 




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(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.


 


(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).


 




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(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 (including all exhibits thereto) filed on March 28, 2021 and the Reports on Form 10-Q filed
with the SEC on May 12, 2021, August 6, 2021 and November 8, 2021 incorporated by reference into 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 November 8, 2021, 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.


 


(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.


 




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(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.


 


(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.


 




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(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).


 


Section
4.4Merger 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.


 




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(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.


 


Section
4.5Notice 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.


 




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Section
4.6Capitalization. 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
4.7Maintenance 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;


 


(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.


 




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Article
V

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section
5.1Representations 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 represents and warrants 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.


 


(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 represents and warrants 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.


 




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(c) New
Product Sourcing Assets. As of the applicable New Asset Addition Date with respect to a New Product Sourcing Asset acquired or entered
into on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Control
Party that: (i) such New Product Sourcing Asset 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 Asset 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 represents and warrants 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 Company Restaurant
Guarantor; (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.


 


(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 represents and warrants 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 Company Restaurant Guarantor; (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.


 




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(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).


 


(g) New
Development Agreement. As of the applicable New Asset Addition Date with respect to a New Development Agreement acquired or entered
into on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Control
Party that: (i) such New Development 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 Development Agreement complies in all material respects with all applicable Requirements of Law.


 


(h) New
Company Restaurant. As of the applicable New Asset Addition Date with respect to a New Company Restaurant Lease acquired or entered
into on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Control
Party that: (i) such New Company Restaurant Lease 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 Company Restaurant Lease complies in all material respects with all applicable Requirements of Law.


 


(i) New
Company Restaurant Lease. As of the applicable New Asset Addition Date, with respect to each New Company Restaurant acquired on such
New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Control Party, that
the applicable Guarantor owns full legal and equitable title to each such Company Restaurant, free and clear of any Lien (other than
Permitted Liens) and the addition of such Company Restaurant could not be reasonably expected to have a material adverse effect.


 


Section
5.2Assets Acquired After the Closing Date.


 


(a) The
Manager has caused and shall 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, New Company Restaurant 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.


 




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(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.


 


Section
5.3Securitization 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
5.4Restrictions 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 (j) of the definition thereof) upon the Equity Interests of any Securitization Entity.


 


Article
VI

MANAGER TERMINATION EVENTS


 


Section
6.1Manager 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);


 




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(ii) the
Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, either the P&I
DSCR Deemed Principal Amortization Amount or 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 material 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;


 


(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;


 


(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 paid, 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.


 




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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 respect of any Manager Termination Event described 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 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.


 


(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
6.2Manager 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
6.3Manager’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
6.4Intellectual 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.


 




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Section
6.5Third 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
6.6No 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.


 


Section
6.7Rights 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
7.1Confidentiality.


 


(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.


 




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(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


 


(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
8.1Termination 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
8.2Survival. 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.


 




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Section
8.3Amendment. (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;


 


(v) to
comply with Requirements of Law;


 


(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; or


 


(vii) to
provide for additional Services related to any Company Restaurants.


 


(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
8.4Governing 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
8.5Notices. 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.


 




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Section
8.6Acknowledgement. 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.


 


Section
8.7Severability 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
8.8Delivery 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
8.9Limited 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
8.10Binding 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
8.11Article 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
8.12Concerning 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.


 




    	42



     


    

 


Section
8.13Counterparts. 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
8.14Entire 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
8.15Waiver 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
8.16Joinder of New Guarantors. In the event any Issuer shall form an Additional Guarantor pursuant to Section 8.34
of the Base Indenture, such Additional Guarantor 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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    	43



     


    

 


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 FAZOLI’S NATIVE 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 	 


 


[signatures
continue on next page]


 




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GUARANTORS:


 


FAZOLI’S
HOLDINGS, LLC


FAZOLI’S
GROUP, INC.


FAZOLI’S
RESTAURANT GROUP, INC.


FAZOLI’S
FRANCHISING SYSTEMS, LLC


FAZOLI’S
PROMOTIONS, INC.


FAZOLI’S
SYSTEM MANAGEMENT, LLC


FAZOLI’S
JOINT VENTURE, LTD.


NATIVE
GRILL AND WINGS FRANCHISING, LLC


 


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


 


[signatures
continue on next page]



 



    	45



     


    




 


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	 


 




    	46



     


    

 


EXHIBIT
A


 


POWER
OF ATTORNEY OF THE SECURITIZATION ENTITIES


 


Dated:
December 15, 2021


 


KNOW
ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of December 15, 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 Fazoli’s Native
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;


 


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);


 




    	A-2



     


    

 


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 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.


 


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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 FAZOLI’S NATIVE I, LLC	 
	 	 	 
	By:
    	 	 
	Name:	Andrew
    A. Wiederhorn 	 
	Title:	President
    and Chief Executive Officer 	 


 


GUARANTORS:


 


FAZOLI’S
HOLDINGS, LLC


FAZOLI’S
GROUP, INC.


FAZOLI’S
RESTAURANT GROUP, INC.


FAZOLI’S
FRANCHISING SYSTEMS, LLC


FAZOLI’S
PROMOTIONS, INC.


FAZOLI’S
SYSTEM MANAGEMENT, LLC


FAZOLI’S
JOINT VENTURE, LTD.


NATIVE
GRILL AND WINGS FRANCHISING, LLC


 


	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
November ____, 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 Guarantor”), 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 Fazoli’s Native 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 December 15, 2021 (as amended, restated, supplemented or otherwise
modified from time to time, the “Management Agreement”); and


 


WHEREAS,
the Additional Guarantor 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 Guarantor, 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 Guarantor. [The Additional Guarantor is designated as [a Fazoli’s Franchise Entity] as [a Native Franchise
Entity] [a Fazoli’s IP Guarantor] [a Native IP Guarantor] [a Fazoli’s Company Restaurant Guarantor] [a Native Company Restaurant
Guarantor].] 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 Guarantor, 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.


 




    	B-1



     


    

 


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).


 


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 GUARANTOR]
	 	 	              
	 	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