Exhibit
10.2


 


MANAGEMENT
AGREEMENT


 


Dated
as of March 6, 2020 and amended and restated as of April 26, 2021


 


by
and among


 


FAT
BRANDS ROYALTY I, LLC, as Issuer,


 


THE
OTHER SECURITIZATION ENTITIES PARTY


 


HERETO
FROM TIME TO TIME,


 


FAT
BRANDS INC., as the Manager,


 


and


 


UMB
BANK, N.A., as the Trustee`


 




    	 



     


    

 


Table
of Contents continued


 


	 	 	Page
	 	 	 
	Article
    I DEFINITIONS	2
	 	Section
    1.1	Certain
    Definitions	2
	 	Section
    1.2	Other
    Defined Terms	10
	 	Section
    1.3	Other
    Terms	11
	 	Section
    1.4	Computation
    of Time Periods	11
	 	 	 	 
	Article
    II ADMINISTRATION AND SERVICING OF MANAGED ASSETS	11
	 	Section
    2.1	Manager
    to Act as Manager	11
	 	Section
    2.2	Accounts	13
	 	Section
    2.3	Records	15
	 	Section
    2.4	Administrative
    Duties of Manager	15
	 	Section
    2.5	No
    Offset	16
	 	Section
    2.6	Compensation
    and Expenses	16
	 	Section
    2.7	Indemnification	17
	 	Section
    2.8	Nonpetition
    Covenant	18
	 	Section
    2.9	Franchisor
    Consent	18
	 	Section
    2.10	Appointment
    of Sub-managers	18
	 	Section
    2.11	Insurance/Condemnation
    Proceeds	19
	 	Section
    2.12	Permitted
    Asset Dispositions	19
	 	Section
    2.13	Manager
    Advances	19
	 	Section
    2.14	Product
    Sourcing Advances	19
	 	Section
    2.15	Beverage
    Sales Agreement	19
	 	 	 	 
	Article
    III STATEMENTS AND REPORTS	20
	 	Section
    3.1	Reporting
    by the Manager	20
	 	Section
    3.2	Appointment
    of Independent Auditor	21
	 	Section
    3.3	Annual
    Accountants’ Reports	21
	 	Section
    3.4	Available
    Information	22
	 	 	 	 
	Article
    IV THE MANAGER	22
	 	Section
    4.1	Representations
    and Warranties Concerning the Manager	22
	 	Section
    4.2	Existence;
    Status as Manager	25
	 	Section
    4.3	Performance
    of Obligations	25
	 	Section
    4.4	Merger
    and Resignation	28
	 	Section
    4.5	Notice
    of Certain Events	29
	 	Section
    4.6	Capitalization	29
	 	Section
    4.7	Maintenance
    of Separateness	30
	 	 	 	 
	Article
    V ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS	31
	 	Section
    5.1	Representations
    and Warranties Made in Respect of New Assets	31
	 	Section
    5.2	Assets
    Acquired After the Closing Date	32
	 	Section
    5.3	Securitization
    IP	33
	 	Section
    5.4	Restrictions
    on Liens	33
	 	 	 	 
	Article
    VI MANAGER TERMINATION EVENTS	33
	 	Section
    6.1	Manager
    Termination Events	33
	 	Section
    6.2	Manager
    Termination Event Remedies	35
	 	Section
    6.3	Manager’s
    Transitional Role	35
	 	Section
    6.4	Intellectual
    Property	36
	 	Section
    6.5	Section
    6	36
	 	Section
    6.6	No
    Effect on Other Parties	36
	 	Section
    6.7	Rights
    Cumulative	37


 




    	i



     


    

 


	 	Page
	 	 
	Article
    VII CONFIDENTIALITY	37
	 	Section
    7.1	Confidentiality	37
	 	 	 	 
	Article
    VIII MISCELLANEOUS PROVISIONS	38
	 	Section
    8.1	Termination
    of Agreement	38
	 	Section
    8.2	Survival	38
	 	Section
    8.3	Amendment	38
	 	Section
    8.4	Governing
    Law	39
	 	Section
    8.5	Notices	39
	 	Section
    8.6	Acknowledgement	39
	 	Section
    8.7	Severability
    of Provisions	40
	 	Section
    8.8	Delivery
    Dates	40
	 	Section
    8.9	Limited
    Recourse	40
	 	Section
    8.10	Binding
    Effect; Assignment; Third Party Beneficiaries	40
	 	Section
    8.11	Article
    and Section Headings	40
	 	Section
    8.12	Concerning
    the Trustee	40
	 	Section
    8.13	Counterparts	40
	 	Section
    8.14	Entire
    Agreement	40
	 	Section
    8.15	Waiver
    of Jury Trial; Jurisdiction; Consent to Service of Process	40
	 	Section
    8.16	Joinder
    of New Franchise Entities	41


 


Exhibit
A – Power of Attorney


 


Exhibit
B – Joinder Agreement


 




    	ii



     


    

 


MANAGEMENT
AGREEMENT


 


This
MANAGEMENT AGREEMENT, dated as of March 6, 2020 and amended and restated as of April 26, 2021 (the “Effective 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 Royalty I, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”);
	 	 	 
	 	b)	each
    of (i) Fatburger North America, Inc., a Delaware corporation, (ii) Buffalo’s Franchise Concepts, Inc., a Delaware corporation,
    (iii) Bonanza Restaurant Company LLC, a Delaware limited liability company, (iv) Ponderosa Franchising Company LLC, a Delaware limited
    liability company, (v) Ponderosa International Development, Inc., a Delaware limited liability company, (vi) Puerto Rico Ponderosa,
    Inc., a Delaware limited liability company, (vii) Hurricane AMT, LLC, a Delaware limited liability company, (viii) Yalla Mediterranean
    Franchising, LLC, a Delaware limited liability company, (ix) EB Franchises, LLC, a Delaware limited liability company, (x) Johnny
    Rockets Licensing, LLC, a Delaware limited liability company, (xi) Johnny Rockets Licensing Canada, LLC, a Delaware limited liability
    company, (xii) FAT Virtual Restaurants LLC, a Delaware limited liability company, and each Additional Franchise Entity that may join
    this Agreement pursuant to Section 8.16 hereof (each, a “Franchise Entity” and together with
    their respective successors and assigns, the “Franchise Entities” and, together with the Issuer, the “Securitization
    Entities”);
	 	 	 
	 	c)	FAT
    Brands Inc., a Delaware corporation, as Manager (in its individual capacity and as Manager, together with its successors and assigns,
    the “Manager”);
	 	 	 
	 	d)	UMB
    Bank, N.A., not in its individual capacity but solely as the indenture trustee (together with its successor and assigns, the “Trustee”);
    and
	 	 	 
	 	e)	consented
    to by Citadel SPV LLC, as Control Party, and Vervent Inc., as Back-Up Manager.


 


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 March 6, 2020, as amended and restated as of April 26, 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,
the parties previously entered into that certain Management Agreement, dated as of March 6, 2020 (the “Original Agreement”),
and now desire to amend and restate the Original Agreement effective as of the date hereof in the form of this Agreement;


 




    	1



     


    

 


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


 


WHEREAS,
each of the Franchise Entities 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 or developed by FAT Brands or its direct or indirect Subsidiaries
after the Closing Date.


 


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


 


“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


 




    	2



     


    

 


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


 


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


 


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


 


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


 


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


 


“Contributed
Franchised Restaurant Business” means the business of franchising or licensing Branded Restaurants located in the United
States, the manufacturing and sale of Proprietary Products for use at Branded Restaurants located in the United States and the provision
of ancillary goods and services in connection therewith. For the avoidance of doubt, the Contributed Franchised Restaurant Business does
not include any Company Restaurants or any restaurants located outside of the United States.


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


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


 




    	3



     


    

 


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


 


“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.


 


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


 


“IP
Services” means (i) performing and exercising each Franchise Entity’s rights and obligations under any IP License
Agreement, and any other agreements pursuant to which each Franchise Entity 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 Franchise Entity,
in each case in accordance with and subject to the terms of this Agreement (including the Managing Standard, unless a Franchise Entity
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 Franchise
Entity), the Indenture, the other Transaction Documents and the Managed Documents, as agent for the Franchise Entities, 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 Franchise 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; (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 Franchise
Entity’s rights therein; (d) confirming each Franchise Entity’s legal title in and to any or all of the Securitization IP,
including obtaining written assignments of Securitization IP to the applicable Franchise Entity and recording transfers of title in the
appropriate intellectual property registry throughout the world; (e) with respect to each Franchise 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; (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 Franchise
Entity 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 Franchise Entity, including (i) executing and recording such financing statements (including
continuation statements) or amendments thereof or supplements thereto or such other instruments as the Franchise Entities or the Control
Party may, from time to time, reasonably request (consistent with the obligations of the Franchise 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 Franchise Entity 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 Franchise Entities 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
Franchise Entity licenses the use of any Securitization IP) to be taken by the applicable Franchise Entity, and preparing (or causing
to be prepared) for execution by each Franchise Entity all documents, certificates and other filings as each Franchise Entity shall be
required to prepare and/or file under the terms of such IP License Agreements (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 Contributed Franchised Restaurant Business and the other assets of the Securitization
Entities; (k) sublicensing the Securitization IP to suppliers, manufacturers, advertisers and other service providers in connection with
the provision of products and services for use in the Contributed Franchised Restaurant Business; and (l) with respect to Trade Secrets
and other confidential information of each Franchise Entity, taking all reasonable measures to maintain confidentiality and to prevent
non-confidential disclosures.


 




    	4



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	5



     


    

 


“Monthly
Management Fee” means, with respect to each Monthly Allocation Date, the amount of $200,000 commencing on the date of the
Original Agreement, subject to successive three percent (3%) annual increases beginning on the first Monthly Allocation Date in 2020
following the execution of the Original Agreement.


 


“New
Asset” means a New Franchise Agreement, a New Development Agreement, a New Real Estate Asset or a New Product Sourcing
Agreement 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 or New Development Agreement, the date on which the related Franchise Entity begins receiving
payments from the applicable Franchisee in respect of such New Asset and (iv) if such New Asset is a New Product Sourcing Agreement,
the date on which such New Product Sourcing Agreement becomes effective in accordance with the terms thereof.


 


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


 


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


 


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


 


“New
Franchised Restaurant Leases” means, to the extent acquired or entered into by a Franchise Entity after the Closing Date,
(i) leases from landlords unaffiliated with the Manager in respect of which a Franchise Entity is the prime lessee and a Franchisee or
other Person is the sublessee executed or acquired by such Franchise Entity and (ii) leases or subleases in respect of which a Franchise
Entity is the lessor or sublessor and a Franchisee or other Person is the lessee or sublessee.


 


“New
Owned Real Property” means real property (including the land, buildings and fixtures) that is (i) acquired in fee after
the Closing Date by a Franchise Entity or (ii) acquired in fee after the Closing Date by a Non-Securitization Entity and contributed
to a Franchise Entity pursuant to a contribution agreement in form and substance reasonably acceptable to the Control Party; provided
that references to the same as of any date of determination shall exclude any such assets disposed of in accordance with the Transaction
Documents as in effect as of the time of such disposition.


 


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


 




    	6



     


    

 


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


 


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


 


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


 


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


 


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


 




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


 


“Product
Sourcing Agreements” means all agreements for (a) the manufacture and production of Proprietary Products and (b) the sale
of Proprietary Products to Proprietary Product Distributors.


 


“Product
Sourcing Assets” means, with respect to each Franchise Entity, (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 Franchise Entity 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 Franchise Entity by Proprietary Product Distributors with respect to
purchases of Proprietary Products.


 


“Proprietary
Product Distributor” means any distributor of Proprietary Products to Franchisees or Non-Securitization Entities.


 


“Proprietary
Products” means any product that is (a) manufactured or otherwise produced by a third-party in accordance with the applicable
Franchise Entity’s specifications, (b) purchased by such Franchise Entity from such third-party manufacturer and (c) sold by such
Franchise Entity to Proprietary Product Distributors (for distribution to Franchisees and Non-Securitization Entities for use at Branded
Restaurants).


 


“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 New Real Estate Assets, on behalf of each Franchise Entity,
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 Franchise Entities, including the following
activities: (a) the negotiation, execution and recording (as appropriate) of leases, subleases, deeds and other contracts and agreements
relating to the New Real Estate Assets; (b) the management of the New Real Estate Assets on behalf of each Franchise Entity, including
(i) the management of the New Owned Real Property, (ii) the enforcement and exercise of each Franchise Entity’s rights under each
lease included in the New 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 New Real Estate Assets and (iv) the collection of any amounts payable to each Franchise Entity under the New Real Estate Assets,
including rent; (c) causing each Franchise Entity to (i) acquire and enter into agreements to acquire New Real Estate Assets and (ii)
sell, assign, transfer, encumber or otherwise dispose of all or any portion of the New Real Estate Assets in accordance with this Agreement
and the Indenture; (d) environmental evaluation and remediation activities on any real property owned or leased by each Franchise Entity
as deemed appropriate by the Manager or as otherwise required under applicable Requirements of Law; (e) obtaining appropriate levels
of title and property insurance with respect to each parcel of New Owned Real Property; (f) making or causing to be made all repairs
and replacements to the existing improvements and the construction of new improvements on the New 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 New 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 New 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
New Real Estate Assets.


 




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


 


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


 


“Services”
means the servicing and administration by the Manager of the Managed Assets, in each case in accordance with and subject to the terms
of 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 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 and providing personnel to manage the due diligence, selection and approval process;
(h) preparing New Franchise Agreements and New Development Agreements, 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 and Development Agreements (and related documents) to third-party franchisee
candidates or existing Franchisees and, in accordance with the Managing Standard, arranging for the assignment of Franchise Assets to
a Non-Securitization Entity until such time as the applicable restaurant is re-franchised to a third party franchisee; (j) preparing
and filing franchise disclosure documents with respect to New Development Agreements and New Franchise Agreements to comply, in all material
respects, with applicable Requirements of Law; (k) complying with franchise industry specific government regulation and applicable Requirements
of Law; (l) making Manager Advances and Product Sourcing Advances in its sole discretion; (m) administering the Advertising Fund Accounts
and the Management Accounts; (n) 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; (o) arranging for legal services with respect
to the Managed Assets, including with respect to the enforcement of the Managed Documents; (p) arranging for or providing accounting
and financial reporting services; (q) administering Franchisee payments for the development of restaurant-level and above-restaurant-level
technology systems; (r) performing due diligence with respect to, selecting and approving new manufacturers and distributors of Proprietary
Products and providing personnel to manage the due diligence, selection and approval process; (s) preparing New Product Sourcing Agreements,
subject to and in accordance with the terms of the Transaction Documents, and administering the purchase and sale of Proprietary Products;
(t) establishing and servicing supply chain programs with respect to the Franchised Restaurants; (u) establishing and/or providing quality
control services and standards for food, equipment, suppliers and distributors in connection with the Contributed Franchised Restaurant
Business (including, without limitation, with respect to Product Sourcing Agreements) and monitoring compliance with such standards;
(v) developing new products and services (or modifying any existing products and services) to be offered in connection with the Contributed
Franchised Restaurant Business and the other assets of the Securitization Entities; (w) in connection with the Contributed Franchised
Restaurant Business, developing, modifying, amending and disseminating (i) specifications for restaurant operations, (ii) manuals, operating
guidelines and similar materials, as applicable, and (iii) new menu items; (x) performing the Real Estate Services; (y) performing the
IP Services; (z) developing and administering advertising, marketing and promotional programs relating to the Brands and Branded Restaurants;
and (aa) 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.


 




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


 


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


 


(e)
Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting
computation is required to be made, for the purpose of this, such determination or calculation shall be made, to the extent applicable
and except as otherwise specified in this, 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 Franchise Entity 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 Franchise Entity. 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.


 




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


 


(c)
Ownership of Manager-Developed IP.


 


(i)
The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as
between the parties, be owned by and inure exclusively to the applicable Franchise Entity. 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 Franchise Entity. 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 Franchise Entity. Notwithstanding the foregoing, the
Manager-Developed IP to be transferred to the applicable Franchise Entity 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 Franchise Entity. All
applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise Entity.


 


(ii)
The Manager agrees to cooperate in good faith with each Franchise Entity for the purpose of securing and preserving the Franchise Entity’s
rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise Entity’s
reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise
Entity’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 Franchise Entity. The Manager hereby appoints each Franchise Entity 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 Franchise
Entity’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 Franchise Entity, and the Manager shall
promptly (i) deposit or cause to be deposited to the applicable Concentration 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 to fund the national
marketing and advertising activities and local advertising cooperatives with respect to each Brand (the “Advertising Fees”).
Any Advertising Fees received in the Concentration Account shall be transferred by the Manager to the applicable Advertising Fund Account.
The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against
the Advertising Fund Accounts or the funds therein. The Manager shall apply the amount on deposit in each Advertising Fund Account solely
to cover (a) the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration
of such account, (b) general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for
the applicable Brand to the extent reimbursable from the Advertising Fees in accordance with the applicable Franchise Agreements, and
(c) costs and expenses related to the national and local marketing and advertising programs with respect to the applicable Brand. The
Manager may make advances to fund deficits in the Advertising Fund Accounts from time to time to the extent that it reasonably expects
to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute
Manager Advances. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the
terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement, as applicable, increase or reduce the
Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise
Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standard.


 


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


 


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


 




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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.


 


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


 


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


 


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


 


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


 






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Section
2.7 Indemnification.


 


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


 


(b)
[RESERVED]


 


(c)
[RESERVED]


 


(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.


 




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


 


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


 


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 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.


 




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


 


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


 


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 Contributed Franchised Restaurant Business and other Managed Assets. Manager Advances
will accrue interest at the Advance Interest Rate and shall be reimbursable on each Monthly Allocation Date in accordance with the Priority
of Payments.


 


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


 


Section
2.15 Beverage Sales Agreement. Reference is made to that certain Beverage Sales Agreement (the “Beverage Agreement”)
between the Manager and each of PepsiCo Sales, Inc. and Pepsi-Cola Advertising and Marketing, Inc. In connection with the Beverage Agreement,
the Manager agrees that (i) it shall not, without the prior written consent of the Control Party, amend Section 4.10 of the Beverage
Agreement or take or permit any action to be taken that would prevent any payments made under the Beverage Agreement from being made
to Enliven, LLC, as escrow agent under the Beverage Agreement, and (ii) it shall undertake all actions required, or requested by the
Control Party, to ensure that Enliven, LLC, as escrow agent under the Beverage Agreement, remits all funds in the Manager’s escrow
account to the Issuer by sending such amounts by wire or ACH to the Concentration Account.


 






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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, all reports and notices required to be delivered to the Trustee 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 Franchise Entity 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 New Real Estate Assets regarding the lack
of payment or alleging any breach, violation or default under the applicable leases or action be taken to remedy a breach, violation
or default, excluding any such notice in respect of non-monetary breach, violation or default as to which the Manager is contesting or
expects to contest in good faith, the Manager shall promptly, but in any event within fifteen (15) Business Days from such receipt, notify
the Trustee and the Control Party.


 


(e)
Additional Information; Access to Books and Records. The Manager shall furnish from time to time such additional information regarding
the Collateral or compliance with the covenants and other agreements of Manager and any Securitization Entity under the Transaction Documents
as the Trustee, the Back-Up Manager or the Control Party may reasonably request, subject at all times to compliance with the Exchange
Act, the Securities Act and any other applicable Requirements of Law. Subject to the Disclosure Exceptions and to reasonable requests
of confidentiality including as required or imposed by law or by contract, the Manager will, and will cause each Securitization Entity
to, permit, at reasonable times upon reasonable notice, the Control Party, the Back-Up Manager, the Controlling Class Representative
and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and
records and discuss its affairs with its officers, directors, managers, employees and independent certified public accountants (so long
as the Manager has the opportunity to participate in such discussions with such accountants), and up to one such visit and inspection
by each of the Control Party, the Controlling Class Representative 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 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.


 




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(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 Effective 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.


 


Section
3.3 Annual Accountants’ Reports. The Manager shall furnish, or cause to be furnished to the Trustee, the Control Party 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.


 




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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, Effective 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).


 


(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.


 




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


 


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


 


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


 


(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.


 




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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 Franchise Entity has the right and duty to control the quality of the goods and services
offered under such Franchise Entity’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 Franchise Entity 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 Franchise Entity 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 Franchise Entities 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 Franchise Entity, at
either Franchise Entity’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 Proprietary Products and other licensees and sublicensees. Nothing in this Agreement shall limit the
Franchise Entities’ 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.


 


(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.


 




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(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 the other related documents, (ii) the breach
by the Manager of any representation, warranty or covenant made by it herein 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.


 


(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.


 




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(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
4.4 Merger and Resignation.


 


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


 


(b)
Resignation. The Manager shall not resign from the rights, powers, obligations and duties hereby imposed on it except upon 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 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.


 




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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)
New Owned Real Property. As of the applicable New Asset Addition Date with respect to New Owned Real Property acquired on such
date, the Manager shall represent and warrant to the Securitization Entities and the Trustee that: (i) the applicable Franchise Entity
holds fee simple title to the premises of such New Owned Real Property, free and clear of all Liens (other than Permitted Liens); (ii)
such New Owned Real Property is leased or expected to be leased to a Franchisee or (in the case of the site of a Company Restaurant)
a Non-Securitization Entity; (iii) the applicable Franchise Entity 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 Franchise Entity nor, to the Actual Knowledge
of the Manager, any Person leasing such property from the applicable Franchise Entity, 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 Franchise Entity 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 Franchise Entity in connection with the acquisition of such New Owned Real Property
have been paid in full from funds of the Securitization Entities.


 




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(d)
New Leased Real Property. As of the applicable New Asset Addition Date with respect to New Franchised Restaurant Leases (“New
Leased Real Property”) acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant
to the Securitization Entities and the Trustee that: (i) if applicable, such New Leased Real Property is sub-leased by the applicable
Franchise Entity to a Franchisee or (in the case of the site of a Company Restaurant) a Non-Securitization Entity; (ii) if requested
by the Trustee or the Control Party in writing, the Manager will make available to the Trustee or Control Party, as applicable, full
and complete copies of the lease documents related to such New Leased Real Property; (iii) no material default by the applicable Franchise
Entity, 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 Franchise Entity
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 Franchise Entity, 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 Franchise Entity 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;.


 


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


 


Section
5.2 Assets Acquired After the Closing Date.


 


(a)
The Manager has caused and will be required to continue to cause the applicable Franchise Entity 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
and New Product Sourcing Agreements, (b) all Securitization IP and (c) all New 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 Franchise Entity 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
5.3 Securitization IP. All Securitization IP shall be owned solely by the applicable Franchise Entity and shall not be assigned,
transferred or licensed out by the Franchise Entity or Franchise Entities to any other entity other than as permitted or provided under
the Transaction Documents.


 


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


 





Article
VI


MANAGER
TERMINATION EVENTS


 


Section
6.1 Manager Termination Events.


 








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


 


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


 


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


 




    	33



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	34



     


    

 


If
a Manager Termination Event has occurred and is continuing, the Control Party (acting at the direction of the Controlling Class Representative)
may 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 shall not be required in the circumstances set forth in clause (vi) or
(vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative),
delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination
Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties,
obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents, including with respect to the
Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (acting 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 Successor Manager and will work with the Control Party to implement
a transition plan 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). By its signature below, the Back-Up Manager hereby agrees to perform all of its duties and
obligations as set forth in this Agreement, including, without limitation, serving as, and performing the duties and obligations of,
the Successor Manager hereunder and under the other applicable Transaction Documents under the circumstances contemplated by this Section
6.1. 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
6.2 Manager Termination Event Remedies. If the Trustee, acting at the written direction of the Control Party (acting at the direction
of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to Section 6.1(a) (or automatically upon
the occurrence of any Manager Termination Event described in clauses (vi) or (vii) of Section 6.1(a)), all rights, powers, duties, obligations
and responsibilities of the Manager under this Agreement and the other Transaction Documents, including with respect to the Managed Assets,
the Indenture Trust Accounts, the Management Accounts, the Advertising Fund Accounts or otherwise shall vest in and be assumed by the
Successor Manager.


 


Section
6.3 Manager’s Transitional Role.


 


(a)
Disentanglement. Following the delivery of a Termination Notice to the Manager pursuant to Section 6.1(a) or Section
6.2 above or notice of resignation of the Manager pursuant to Section 4.4(b), the Manager shall cooperate with the Back-Up
Manager and the Control Party in connection with the implementation of a transition plan and the complete transition to a Successor Manager,
without interruption or adverse impact on the provision of Services (the “Disentanglement”). The Manager shall
cooperate fully with the Successor Manager and otherwise promptly take all actions required to assist in effecting a complete Disentanglement
and shall follow any directions that may be provided by the Back-Up Manager and the Control Party. The Manager shall provide all information
and assistance regarding the terminated Services required for Disentanglement, including data conversion and migration, interface specifications,
and related professional services. All services relating to Disentanglement, 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.


 




    	35



     


    

 


(b)
Fees and Charges for the Disentanglement Services. So long as the Manager continues to provide the Services during the Disentanglement
Period, the Manager will continue to be paid the Monthly Management Fee. Following the Disentanglement Period, the Manager shall be entitled
to reimbursement of its actual costs for the provision of any Disentanglement services.


 


(c)
Duration of Obligations. The Manager’s obligation to provide Disentanglement services will continue during the period commencing
on the date that a Termination Notice is delivered and ending on the date on which the Successor Manager or the re-engaged Manager assumes
all of the obligations of the Manager hereunder (the “Disentanglement Period”).


 


(d)
Sub-managing Arrangements; Authorizations.


 


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


 


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


 


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


 


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


 


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


 




    	36



     


    

 


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


 


Article
VII


CONFIDENTIALITY


 


Section
7.1 Confidentiality.


 


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


 






    	 	37	 



    	 



    

 


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


 


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


 


Section
8.3 Amendment. (a) This Agreement may only be amended from time to time in writing, upon the written consent of the Trustee (acting
at the direction of the Control Party, acting at the direction of the Controlling Class Representative), the Securitization Entities,
the Manager, the Back-up 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;


 




    	38



     


    

 


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


 


(v)
to comply with Requirements of Law; or


 


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


 


(b)
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.


 


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


 


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


 


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


 


Section
8.6 Acknowledgement. Without limiting the foregoing, the Manager hereby acknowledges that, on the Closing Date, the Issuer has
pledged to the Trustee under the Indenture (which pledge is in full force and effect and continuing as of the Effective Date), 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.


 




    	39



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	40



     


    

 


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


 


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


 


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


 


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


 




    	41



     


    

 


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.


 


	FAT
    Brands Inc., as Manager	 	FAT
    Brands Royalty I, LLC, as Issuer 
	 	 	 	By:	FAT
    Brands Inc., its Manager
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn 	 	By:	/s/
    Andrew A. Wiederhorn 
	Name:	Andrew
    A. Wiederhorn 	 	Name:	Andrew
    A. Wiederhorn 
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	Fatburger
    North America, Inc., as a Franchise Entity	 	Buffalo’s
    Franchise Concepts, Inc., as a Franchise Entity
	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn
	Name:	Andrew
    A. Wiederhorn 	 	Name:	Andrew
    A. Wiederhorn 
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	Ponderosa
    International Development, Inc., as a Franchise Entity	 	Puerto
    Rico Ponderosa, Inc., as a Franchise Entity
	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn
	Name:	Andrew
    A. Wiederhorn 	 	Name:	Andrew
    A. Wiederhorn 
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	Ponderosa
    Franchising Company LLC, as a Franchise Entity	 	Hurricane
    AMT, LLC, as a Franchise Entity
	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn 
	Name:	Andrew
    A. Wiederhorn 	 	Name:	Andrew
    A. Wiederhorn 
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	EB
    Franchises LLC, as a Franchise Entity 	 	Bonanza
    Restaurant Company LLC, as a Franchise Entity
	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn 
	Name:	Andrew
    A. Wiederhorn 	 	Name:	Andrew
    A. Wiederhorn 
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 


 


[signatures
continue on next page]


 






    	42



     


    





 


[signatures
continued from previous page]


 


 


	Yalla
    Mediterranean Franchising, LLC, as a  Franchise Entity	 	Johnny
    Rockets Licensing, LLC, as a  Franchise Entity 
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn 
	Name:	Andrew
    A. Wiederhorn 	 	Name:	Andrew
    A. Wiederhorn
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	Johnny
    Rockets Licensing Canada, LLC, as a Franchise Entity	 	FAT
    Virtual Restaurants LLC, as a  Franchise Entity
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn 
	Name:	Andrew
    A. Wiederhorn 	 	Name:	Andrew
    A. Wiederhorn 
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	UMB
    Bank, N.A., as Trustee	 	 	 
	 	 	 	 
	By:	/s/
    Michele Voon	 	 	 
	Name:	Michele
    Voon	 	 	 
	Title:	Vice
    President	 	 	 


 


CONSENT
OF BACK-UP MANAGER:


 


Vervent
Inc., as Back-Up Manager, hereby consents to the execution and delivery of this Agreement by the parties hereto.


 


	VERVENT
    INC., as Back-Up Manager	 
	 	 	 
	By:	/s/
    Louis W. Geibel	 
	Name:	Louis
    W. Geibel	 
	Title:	Executive
    Vice President	 


 


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
    	 


 




    	43



     


    

 


EXHIBIT
A


 


POWER
OF ATTORNEY OF THE SECURITIZATION ENTITIES


 


Dated:
April 26, 2021


 


KNOW
ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of March 6, 2020 and amended and restated as
of April 26, 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 Royalty I, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”);
each of (i) Fatburger North America, Inc., a Delaware corporation, (ii) Buffalo’s Franchise Concepts, Inc., a Delaware corporation,
(iii) Bonanza Restaurant Company LLC, a Delaware limited liability company, (iv) Ponderosa Franchising Company LLC, a Delaware limited
liability company, (v) Ponderosa International Development, Inc., a Delaware limited liability company, (vi) Puerto Rico Ponderosa, Inc.,
a Delaware limited liability company, (vii) Hurricane AMT, LLC, a Delaware limited liability company, (viii) Yalla Mediterranean Franchising,
LLC, a Delaware limited liability company, (ix) EB Franchises, LLC, a Delaware limited liability company, (x) Johnny Rockets Licensing,
LLC, a Delaware limited liability company, (xi) Johnny Rockets Licensing Canada, LLC, a Delaware limited liability company, (xii) FAT
Virtual Restaurants LLC, a Delaware limited liability company, and each Additional Franchise Entity that may join this Agreement pursuant
to Section 8.16 hereof (each, a “Franchise Entity” and together with their respective successors
and assigns, the “Franchise Entities” 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, and Vervent Inc., as Back-Up Manager, the undersigned Franchise 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 Franchise Entities 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 Franchise Entity that
is the owner thereof and in the name of the applicable Franchise Entity or in its own name as agent of such Franchise 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:


 




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


 


d.
filing, prosecuting and maintaining applications and registrations for the Securitization IP in the applicable Franchise 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 Franchise Entity’s rights therein;


 


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


 


g.
with respect to each Franchise 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 Franchise 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 Franchise 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 Franchise 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 Franchise
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 the Franchise Entities
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;


 




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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 Franchise Entity licenses the use of any Securitization
IP) to be taken by the applicable Franchise Entity, and preparing (or causing to be prepared) for execution by each Franchise Entity
all documents, certificates and other filings as each Franchise Entity shall be required to prepare and/or file under the terms of such
IP License Agreements (or such other agreements);


 


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


 


l.
obtaining licenses of third-party Intellectual Property for use and sublicense in connection with the Contributed Assets and the 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 Contributed Franchised Restaurant Business; and


 


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


 


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


 


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


 


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


 




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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.


 


	Fatburger
    North America, Inc.	 	Buffalo’s
    Franchise Concepts, Inc.
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn
	Name:	Andrew
    A. Wiederhorn	 	Name:	Andrew
    A. Wiederhorn
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	 	 	 	 	 
	Ponderosa
    International Development, Inc.	 	Puerto
    Rico Ponderosa, Inc.
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn
	Name:	Andrew
    A. Wiederhorn 	 	Name:	Andrew
    A. Wiederhorn
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	Ponderosa
    Franchising Company LLC	 	 Hurricane
    AMT, LLC
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn
	Name:	Andrew
    A. Wiederhorn	 	Name:	Andrew
    A. Wiederhorn
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	EB
    Franchises LLC 	 	Bonanza
    Restaurant Company LLC
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn
	Name:	Andrew
    A. Wiederhorn	 	Name:	Andrew
    A. Wiederhorn
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 
	 	 	 	 	 
	Yalla
    Mediterranean Franchising, LLC	 	Johnny
    Rockets Licensing, LLC
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn
	Name:	Andrew
    A. Wiederhorn	 	Name:	Andrew
    A. Wiederhorn
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer
	 	 	 	 	 
	Johnny
    Rockets Licensing Canada, LLC	 	FAT
    Virtual Restaurants LLC
	 	 	 	 	 
	By:	/s/
    Andrew A. Wiederhorn	 	By:	/s/
    Andrew A. Wiederhorn
	Name:	Andrew
    A. Wiederhorn	 	Name:	Andrew
    A. Wiederhorn
	Title:	President
    and Chief Executive Officer 	 	Title:	President
    and Chief Executive Officer 


 


	FAT
    Brands Royalty I, LLC 	 
	By:
    FAT Brands Inc., its Manager	 
	 	 	 
	By:
    	/s/
    Andrew A. Wiederhorn	 
	Name:	Andrew
    A. Wiederhorn	 
	Title:	President
    and Chief Executive Officer	 


 




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


 


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


 


	 	__________________________________
	 	 
	 	____________,
    Notary Public


 




    	A-5



     


    

 


EXHIBIT
B


 


JOINDER
AGREEMENT


 


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


 


W
I T N E S E T H:


 


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


 


WHEREAS,
in connection with the Base Indenture, the Issuer, the other Securitization Entities party thereto from time to time, the Manager and
the Trustee have entered into the Management Agreement, dated as of March 6, 2020 and amended and restated as of April 26, 2021 (as amended,
restated, supplemented or otherwise modified from time to time, the “Management Agreement”); and


 


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


 


NOW,
THEREFORE, IT IS AGREED:


 


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


 


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


 


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


 


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


 




    	B-1



     


    

 


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


 


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


 


	AGREED
    TO AND ACCEPTED	 
	 	 	 
	FAT
    BRANDS INC., as Manager	 
	 	 	 
	By:	            	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	UMB
    Bank, N.A., in its capacity as Trustee	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 




    	B-2