Common use of Manager Termination Events Clause in Contracts

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party): (i) any failure by the Manager to remit a payment required to be deposited from the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less than $250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Transaction Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6; 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 in the preceding clause (A) 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; (xi) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its Affiliates. If a Manager Termination Event has occurred and is continuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer 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 a 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 3,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (CD) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Transaction Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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; and provided, further, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the Collection Account; provided, further, that no Manager Termination Event shall occur unless this clause (iv) due to the breach of any covenant relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach; (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; provided, further, that no Manager Termination Event shall occur under this clause (v) due to the breach of a representation or warranty relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach; (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 (10) days; (viii) a final non-appealable judgment for an amount in excess of $15,000,000 35,000,000 (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 35,000,000 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; (xi) a failure by the Manager or any direct or indirect subsidiary of the Manager (other than the Securitization Entities) to comply with the Dine Brands Global Specified Non-Securitization Debt Cap, and such failure has continued for a period of 45 days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementAmounts), 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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

Manager Termination Events. Any Each of the following acts or occurrences events 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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; (ii) any failure by the Manager to remit a payment required to be deposited from the a 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 (iii) if in an amount less than $250,000 5 million and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any certain certificates or reports as required certificate by Section 4.4 of the Indenture that shall not be cured within ten (10) Business Days (or report set forth in Sections 4.1(a)solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (c), (d), (e), (f), (g5) or (hBusiness Days) of the Base Indenture within three (3) Business Days of its due dateManager’s Actual Knowledge thereof; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement covenant set forth herein or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default for a period of shall not be cured within thirty (A30) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6; Manager’s Actual Knowledge thereof, 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 in the preceding clause (A) 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 thirty (30) days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof; (v) any representation, warranty or statement of the Manager made herein or 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, 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 respect and such breach is capable of being remedied not cured within 30 thirty (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 occurredManager; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings order against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and that is in effect for more than ten days(10) Business Days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 200,000,000 (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 forty-five (45) days of the date when due; (ix) an acceleration of more than $15,000,000 200,000,000 of the Indebtedness of the Manager 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; (xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if anyAgency); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will shall 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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will shall serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

Manager Termination Events. Any of the following acts or occurrences shall constitute a “Manager Termination Event” under this AgreementAgreement when declared (or automatically without declaration in the case of clauses (vi) or (vii) below) by any of the Securitization Entities, 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 Back‑Up Manager, the Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (in the case of 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 a (x) Concentration Account to the Collection Account or any other Indenture Trust Account or (y) Securitized Company Restaurant Account to a Concentration Account or any other Indenture Trust Account, in each case, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days of receipt) 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 Related 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 5 million and corrected cured within three (3) Business Days of a Manager Termination Event under this clause (i) (unless such payment requires an international funds transfer, in which case such may be cured within five (5) Business Days of a Manager Termination Event under this clause (i)) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall 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 Related Documents); (ii) the Interest-Only Interest‑Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR)1.20x; (iii) any failure by the Manager to provide any to the Trustee the certificates or reports required certificate or report set forth in Sections 4.1(aby Section 4.01(b), (c), (d), (e), (f), (g) or (hg) of the Base Indenture (subject to applicable grace periods set forth within three (3) Business Days of its due dateeach such section); (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Transaction Related Document (other than as described above) to which it is party and the continuation of such default uncured for a period of thirty (A30) 30 days after the Manager it has been notified thereof in writing by any Securitization Entity or the Control Party Party, or (B) 5 Business Days in the case otherwise obtained Actual Knowledge of Section 4.6such default; 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)default, such cure period in the preceding clause (A) 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 forty-five (45) days; and provided, further, that any default related to a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the Collection Account; (v) any representation, warranty or statement of material breach by the Manager made in this Agreement of any representation or warranty (or to the extent any other Transaction Document representation or in any certificate, report or other writing delivered pursuant thereto that warranty is not already qualified by materiality or the definition of “Material Adverse Effect” proves to be incorrect , any breach of such representation or warranty) set forth in this Agreement or any material respectother Related Document or any certificate, report or writing delivered pursuant thereto and the continuation of such default uncured for a period of thirty (30) days after it has been notified thereof by any Securitization Entity or the Control Party, 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 otherwise obtained Actual Knowledge of such breach or default; provided, however, that as long as the Manager’s receipt of written notice thereofManager is diligently attempting to cure such default, then a Manager Termination Event such cure period shall only occur under this clause be extended by an additional period as may be required to cure such default, but in no event by more than an additional forty-five (v45) as a result of such breach if it is not cured in all material respects by the end of such 30-day perioddays; (vi) an Event of Bankruptcy with respect to the Manager shall have occurredManager; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings non‑appealable order against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and that is in effect for more than ten (10) days; (viii) a final non-appealable final, non‑appealable judgment for an amount in excess of $15,000,000 50 million (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction Manager, and is not paid, discharged or stayed within 60 sixty (60) days of the date when due; (ix) an acceleration of more than $15,000,000 50 million of the Indebtedness of the Manager 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 hereofthereof) or the Manager asserts as much in writing; (xi) a failure by any Non‑Securitization Entity to comply with the Specified Non‑Securitization Debt Cap, and such failure has continued for a period of forty‑five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back‑Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non‑compliance; or (xii) the occurrence of either (A) a Change in Management with respect to the Manager following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its Affiliates. If a Manager Termination Event has occurred and is continuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management DutiesControl.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party): (i) any failure by the Manager to remit a payment required to be deposited from the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less than $250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Transaction Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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 either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

Manager Termination Events. Any of the following acts or occurrences shall constitute a “Manager Termination Event” 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 Controlling Class RepresentativeMaster Issuer, 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 a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days of receipt) 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 Related 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 5,000,000 and corrected within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) 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 Related Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (Civ) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any provision provisions of this Agreement or any other Transaction Related Document to which it is a party (other than as described above) to which it is party and the continuation of such default for a period of thirty (A30) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as if any such default is capable of being cured)remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, such cure period in the preceding then a Manager Termination Event shall only occur under this clause (Aiv) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall be extended by an additional period occur pursuant to this clause (iv) due to the breach of any covenant relating to any New Asset set forth in ARTICLE 5 so long as may be the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) if such damages are required to cure be paid with respect to such default, but in no event by more than an additional 30 daysbreach; (v) any material breach by the Manager of any representation, warranty or statement of the Manager made in this Agreement or any other Transaction Related 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 thirty (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; provided, further, that no Manager Termination Event shall occur pursuant to this clause (v) due to the breach of any covenant relating to any New Asset set forth in ARTICLE 5 so long as the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) if such damages are required to be paid with respect to such breach; (vi) any breach by the Manager of any representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is qualified by materiality or the definition of “Material Adverse Effect” 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 thirty (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 (vi) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (vi) due to the breach of a representation or warranty relating to any New Asset set forth in ARTICLE 5 so long as the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) with respect to such breach by taking any action required to be taken; (vii) an Event of Bankruptcy with respect to the Manager shall have occurred; (viiviii) 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 (10) days; (viiiix) a final non-appealable judgment for an amount in excess of $15,000,000 50,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within 60 thirty (30) days of the date when due; (ixx) an acceleration of more than $15,000,000 50,000,000 of the Indebtedness of the Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled; (xxi) 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; (xixii) a failure by any Non-Securitization Entity to comply with the Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and (xiii) the occurrence of either (A) a Change in Management with respect to the Manager following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its Affiliates. If a Manager Termination Event has occurred and is continuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management DutiesControl.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party): (i) any failure by the Manager to remit a payment required to be deposited from the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less than $250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Transaction Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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 either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement)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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) 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. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; (ii) any failure by the Manager to remit a payment required to be deposited from the a 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 (iii) if in an amount less than $250,000 2,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), ) through (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 covenant set forth in 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 (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; provided, 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 in the preceding clause (A) 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; and provided, further, that any default related to the transfer of a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account; (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 incorrectincorrect in any respect, 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; and provided, further, that any such breach related to a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account; (vi) an Event of Bankruptcy with respect to the Manager shall have occurredManager; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings order against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and that is in effect for more than ten (10) days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 25,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction or, so long as WRI is the Manager, and is not discharged or stayed within 60 forty-five (45) days of the date when due; (ix) an acceleration of more than $15,000,000 25,000,000 of the Indebtedness of the Manager or, so long as WRI is 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; (xi) a failure by the Manager or any affiliate of the Manager (other than the Securitization Entities), or so long as WRI is the Manager, the direct or indirect subsidiaries of Parent (other than the Securitization Entities), to comply with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if anyAgency); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Managed Assets, Indenture Trust Accounts, the Management Accounts or otherwise, will shall vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative)without incurring any additional cost. If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will shall serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer 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 a 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 Related 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 3,000,000 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 Related Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (CD) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Transaction Related Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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; and provided, further, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the Collection Account; provided, further, that no Manager Termination Event shall occur unless this clause (iv) due to the breach of any covenant relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach; (v) any representation, warranty or statement of the Manager made in this Agreement or any other Transaction Related 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; provided, further, that no Manager Termination Event shall occur under this clause (v) due to the breach of a representation or warranty relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach; (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 (10) days; (viii) a final non-appealable judgment for an amount in excess of $15,000,000 35,000,000 (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 30 days of the date when due; (ix) an acceleration of more than $15,000,000 35,000,000 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; (xi) a failure by the Manager or any direct or indirect subsidiary of the Manager (other than the Securitization Entities) to comply with the DineEquity Specified Non-Securitization Debt Cap, and such failure has continued for a period of 45 days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Related Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementAmounts), 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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; (ii) any failure by the Manager to remit a payment required to be deposited from the a 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 (iii) if in an amount less than $250,000 2,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), ) through (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 covenant set forth in 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 (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; provided, 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 in the preceding clause (A) 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; and provided, further, that any default related to the transfer of a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account; (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 incorrectincorrect in any respect, 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; and provided, further, that any such breach related to a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account; (vi) an Event of Bankruptcy with respect to the Manager shall have occurredManager; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings order against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and that is in effect for more than ten (10) days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 25,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction or, so long as WRI is the Manager, and is not discharged or stayed within 60 forty-five (45) days of the date when due; (ix) an acceleration of more than $15,000,000 25,000,000 of the Indebtedness of the Manager or, so long as WRI is 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; (xi) a failure by the Manager or any affiliate of the Manager (other than the Securitization Entities), or so long as WRI is the Manager, the direct or indirect subsidiaries of Parent (other than the Securitization Entities), to comply with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non- compliance; and/or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if anyAgency); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Managed Assets, Indenture Trust Accounts, the Management Accounts or otherwise, will shall vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative)without incurring any additional cost. If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will shall serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; provided that, on and after the 2022-1 Springing Amendments Implementation Date, such threshold may be increased at the request of the Manager, subject to approval by the Control Party (such approval not to be unreasonably delayed, conditioned or withheld); (ii) any failure by the Manager to remit a payment required to be deposited from the U.S. Concentration Account to the U.S. Collection Account or any other applicable 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 1,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), ) through (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 (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity Service Recipient or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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; and provided, further, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the U.S. Collection Account; (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 occurredManager; (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 (10) days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 5,000,000 (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 30 days of the date when due; (ix) an acceleration of more than $15,000,000 10,000,000 of the Indebtedness of the Manager 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; (xi) a failure by the Manager, the Initial Manager or any direct or indirect subsidiary of the Initial Manager (other than the Securitization Entities) to comply with the Driven Brands Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization EntitiesService Recipients, the Back-Up Manager and the Rating Agencies, if any); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 the Managementthis Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this the Managementthis Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementDisentanglement or, on and after the 2021 Springing Amendments Implementation Date, Continuity of Services), 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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim theInterim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

Manager Termination Events. Any of the following acts or occurrences shall constitute a “Manager Termination Event” 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 Entitythe Master Issuer, the Control Party, the Back-Up Manager, the Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Manager 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 a 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 Related 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 5,000,000 and corrected cured within three (3) Business Days of a Manager Termination Event under this clause (i) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall 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 Related Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR)1.20x; (iii) any failure by the Manager to provide any required certificate or report set forth in Sections SECTIONS 4.1(a), (b), (c), (d), (e), (f), (g) or (hg) 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 provisions of this Agreement or any other Transaction Related Document to which it is a party (other than as described above) to which it is party and the continuation of such default for a period of thirty (A30) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as if any such default is capable of being cured)remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, such cure period in the preceding then a Manager Termination Event shall only occur under this clause (Aiv) as a result of such breach if it is not cured in all material respects by the end of such thirty (30) day period; provided, further, that no Manager Termination Event shall be extended by an additional period occur pursuant to this clause (iv) due to the breach of any covenant relating to any New Asset set forth in ARTICLE 5 so long as may be the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) if such damages are required to cure be paid with respect to such default, but in no event by more than an additional 30 daysbreach; (v) any material breach by the Manager of any representation, warranty or statement of the Manager made in this Agreement or any other Transaction Related 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 thirty (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; provided, further, that no Manager Termination Event shall occur pursuant to this clause (v) due to the breach of any representation, warranty or statement relating to any New Asset set forth in ARTICLE 5 so long as the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) if such damages are required to be paid with respect to such breach; (vi) any breach by the Manager of any representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is qualified by materiality or the definition of “Material Adverse Effect” 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 thirty (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 (vi) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (vi) due to the breach of a representation or warranty relating to any New Asset set forth in ARTICLE 5 so long as the Manager has complied with SECTION 2.8(b) and SECTION 2.8(c) with respect to such breach by taking any action required to be taken; (vii) an Event of Bankruptcy with respect to the Manager shall have occurred; (viiviii) 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 (10) days; (viiiix) a final final, non-appealable judgment for an amount in excess of $15,000,000 50,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within 60 sixty (60) days of the date when due; (ixx) an acceleration of more than $15,000,000 50,000,000 of the Indebtedness of the Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled; (xxi) 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; (xixii) a failure by any Non-Securitization Entity to comply with the Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and (xiii) the occurrence of either (A) a Change in Management with respect to the Manager following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its Affiliates. If a Manager Termination Event has occurred and is continuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management DutiesControl.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; (ii) any failure by the Manager to remit a payment required to be deposited from the a 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 1,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), ) through (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 (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity Service Recipient or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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; and provided, further, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the Collection Account; (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 occurredManager; (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 (10) days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 5,000,000 (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 30 days of the date when due; (ix) an acceleration of more than $15,000,000 10,000,000 of the Indebtedness of the Manager 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; (xi) a failure by the Manager, the Initial Manager or any direct or indirect subsidiary of the Initial Manager (other than the Securitization Entities) to comply with the Driven Brands Specified Non-Securitization Debt Cap, and such failure has continued for a period of 45 days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization EntitiesService Recipients, the Back-Up Manager and the Rating Agencies, if any); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 the Management Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this the Management Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

Manager Termination Events. Any Each of the following acts or occurrences events 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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; provided that, on and after the 2021 Springing Amendments Implementation Date, such threshold may be increased at the request of the Manager, subject to approval by the Control Party (such approval not to be unreasonably delayed, conditioned or withheld); (ii) any failure by the Manager to remit a payment required to be deposited from the a Concentration Account to the Collection Account or any other Indenture Trust Account, within three two (32) 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 (iii) if in an amount less than $250,000 5 million and corrected within three two (32) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any certain certificates or reports as required certificate by Section 4.4 of the Indenture that shall not be cured within ten (10) Business Days (or report set forth in Sections 4.1(a)solely with respect to Quarterly Noteholders’ Reports and the Quarterly Compliance Certificates, five (c), (d), (e), (f), (g5) or (hBusiness Days) of the Base Indenture within three (3) Business Days of its due dateManager’s Actual Knowledge thereof; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement covenant set forth herein or any other Transaction Document (other than as described above) to which it is party (other than a default subject to subpart (ii) above) that shall have a Material Adverse Effect shall have occurred, and the continuation of such default for a period of shall not be cured within thirty (A30) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6; Manager’s Actual Knowledge thereof, 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 in the preceding clause (A) 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 thirty (30) days; including, if applicable, by payment of liquidated damages in an amount equal to the Indemnification Amount and provided further that no Manager Termination Event shall occur under this clause (iv) due to the breach of any covenant relating to a New Asset set forth in Article V as long as the Manager has complied with Section 2.7(b) or 2.7(c) in respect thereof; (v) any representation, warranty or statement of the Manager made herein or 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, 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 respect and such breach is capable of being remedied not cured within 30 thirty (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 occurredManager; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings order against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and that is in effect for more than ten days(10) Business Days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 200,000,000 (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 forty-five (45) days of the date when due; (ix) an acceleration of more than $15,000,000 200,000,000 of the Indebtedness of the Manager 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; (xi) a failure by the Initial Manager to comply or cause compliance with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Initial Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if anyAgency); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will shall 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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will shall serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer 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 a 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 Related 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 3,000,000 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 Related Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (CD) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Transaction Related Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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; and provided, further, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the Collection Account; provided, further, that no Manager Termination Event shall occur unless this clause (iv) due to the breach of any covenant relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach; (v) any representation, warranty or statement of the Manager made in this Agreement or any other Transaction Related 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; provided, further, that no Manager Termination Event shall occur under this clause (v) due to the breach of a representation or warranty relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach; (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 (10) days; (viii) a final non-appealable judgment for an amount in excess of $15,000,000 35,000,000 (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 35,000,000 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; (xi) a failure by the Manager or any direct or indirect subsidiary of the Manager (other than the Securitization Entities) to comply with the Dine Brands Global Specified Non-Securitization Debt Cap, and such failure has continued for a period of 45 days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Related Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementAmounts), 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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Canadian Securitization Entity, the Back-Up Manager, the Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; provided that, on and after the 2022-1 Springing Amendments Implementation Date, such threshold may be increased at the request of the Manager, subject to approval by the Control Party (such approval not to be unreasonably delayed, conditioned or withheld); (ii) any failure by the Manager to remit a payment required to be deposited from the a Concentration Account to the applicable Canadian Collection Account or any other applicable 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 CAN$1,354,300 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), ) through (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 (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity Service Recipient or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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; and provided, further, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the applicable Canadian Collection Account; (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 occurredManager; (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 (10) days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 CAN$6,771,500 (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 30 days of the date when due; (ix) an acceleration of more than $15,000,000 CAN$13,543,000 of the Indebtedness of the Manager 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; (xi) a failure by the Manager, the initial Manager or any direct or indirect subsidiary of an initial Manager (other than the Securitization Entities) to comply with the Driven Brands Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Manager has been notified in writing by any Canadian Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization EntitiesService Recipients, the Back-Up Manager and the Rating Agencies, if any); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 the Canadian Managementthis Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this the Canadian Managementthis Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to DisentanglementDisentanglement or, on and after the 2021 Springing Amendments Implementation Date, Continuity of Services), 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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Canadian Securitization Entity, the Back-Up Manager, the Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; (ii) any failure by the Manager to remit a payment required to be deposited from the a Concentration Account to the applicable Canadian Collection Account or any other applicable 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 CAN$1,354,300 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), ) through (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 (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity Service Recipient or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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; and provided, further, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the applicable Canadian Collection Account; (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 occurredManager; (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 (10) days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 CAN$6,771,500 (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 30 days of the date when due; (ix) an acceleration of more than $15,000,000 CAN$13,543,000 of the Indebtedness of the Manager 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; (xi) a failure by the Manager, the initial Manager or any direct or indirect subsidiary of an initial Manager (other than the Securitization Entities) to comply with the Driven Brands Specified Non-Securitization Debt Cap, and such failure has continued for a period of 45 days after the Manager has been notified in writing by any Canadian Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization EntitiesService Recipients, the Back-Up Manager and the Rating Agencies, if any); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 the Canadian Management Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this the Canadian Management Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Servicer or the Trustee (acting at the direction of the Control Party): ): (i) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x; (ii) any failure by the Manager to remit a payment required to be deposited from the a 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 (iii) if in an amount less than $250,000 2,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); ; (iii) any failure by the Manager to provide any required certificate or report set forth in any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), ) through (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 covenant set forth in 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 (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; provided, 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 in the preceding clause (A) 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; ; and provided, further, that any default related to the transfer of a Defective New Asset shall be deemed cured for 37 purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account; (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 incorrectincorrect in any respect, 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; ; and provided, further, that any such breach related to a Defective New Asset shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the related Indemnification Amount to the Collection Account; (vi) an Event of Bankruptcy with respect to the Manager shall have occurred; Manager; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings order against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and that is in effect for more than ten (10) days; ; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 25,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction or, so long as WRI is the Manager, and is not discharged or stayed within 60 forty-five (45) days of the date when due; ; (ix) an acceleration of more than $15,000,000 25,000,000 of the Indebtedness of the Manager or, so long as WRI is 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; ; (xi) a failure by the Manager or any affiliate of the Manager (other than the Securitization Entities), or so long as WRI is the Manager, the direct or indirect subsidiaries of Parent (other than the Securitization Entities), to comply with the Holdco Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and/or 38 (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if anyAgency); provided provided, that the delivery of a Termination Notice to the Manager shall will not be required in respect of any Manager Termination Event relating to the circumstances set forth Manager Termination Events described in clause clauses (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 clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Managed Assets, Indenture Trust Accounts, the Management Accounts or otherwise, will shall vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative)without incurring any additional cost. If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will shall serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) or the Trustee (acting at the direction of the Control Party): (i) any failure by the Manager to remit a payment required to be deposited from the Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less than $250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, either the P&I DSCR Deemed Principal Amortization Amount or clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any material provision of this Agreement or any other Transaction Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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 occurredManager; (vii) any final, non-appealable order, judgment or decree is entered in any proceedings against the Manager by a court of competent jurisdiction decreeing the dissolution of the Manager and such order, judgment or decree remains unstayed and in effect for more than ten days; (viii) a final non-appealable judgment for an amount in excess of $15,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within 60 days of the date when due; (ix) an acceleration of more than $15,000,000 of the Indebtedness of the Manager 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 either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth respect of any Manager Termination Event described in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class Representative, 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 a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Transaction Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less than $250,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any provision of this Agreement or any other Transaction Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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 either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesControl. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement)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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) 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. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

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 Controlling Class RepresentativeServicer, 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 a 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 3,000,000 and corrected within three (3) Business Days after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Transaction Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (CD) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR); (iii) any material failure by the Manager to provide any required certificate or report set forth in Sections 4.1(a), (c), (d), (e), (f), (g) or (h) of the Base Indenture within three (3) Business Days of its due date; (iv) a material default by the Manager in the due performance and observance of any material provision of this Agreement or any other Transaction Document (other than as described above) to which it is party and the continuation of such default for a period of (A) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; 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 in the preceding clause (A) 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; and provided, further, that any default related to transfer of a Defective New Asset pursuant to the terms of this Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the Collection Account; provided, further, that no Manager Termination Event shall occur unless this clause (iv) due to the breach of any covenant relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach; (v) any representation, warranty or statement of material breach by the Manager made of any representation or warranty not qualified by materiality or the definition of Material Adverse Effect set forth 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; provided, further, that no Manager Termination Event shall occur under this clause (v) due to the breach of a representation or warranty relating to any New Asset set forth in Article V so long as the Manager has complied with Sections 2.7(b) and 2.7(c) with respect to such breach; (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 (10) days; (viii) a final final, non-appealable judgment for an amount in excess of $15,000,000 35,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within 60 days of the date when due; (ix) an acceleration of more than $15,000,000 35,000,000 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; (xi) a failure by the Manager or any direct or indirect subsidiary of the Manager (other than the Securitization Entities) to comply with the Dine Brands Global Specified Non-Securitization Debt Cap, and such failure has continued for a period of 45 days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; or (xii) the occurrence of either (A) a Change in Management following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) Control; provided that key members of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its AffiliatesLeadership Team may be replaced with Control Party consent. If a Manager Termination Event has occurred and is continuing with respect to the Managercontinuing, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above, which termination shall be automatic. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts Amounts, or its obligations with respect to DisentanglementDisentanglement and Continuity of Services), 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), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party Servicer to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management Duties.

Manager Termination Events. Any of the following acts or occurrences shall constitute a “Manager Termination Event” 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 Entitythe Master Issuer, the Control Party, the Back-Up Manager, the Controlling Class Representative, the Control Party (acting at the direction of the Controlling Class Representative) Manager 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 a Concentration Account to the Collection Account or any other Indenture Trust Account, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to the applicable account within five (5) Business Days of receipt) 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 Related 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 5,000,000 and corrected cured within three (3) Business Days of a Manager Termination Event under this clause (i) (unless such payment requires an international funds transfer, in which case such breach may be cured within five (5) Business Days of a Manager Termination Event under this clause (i)) after the Manager obtains Actual Knowledge thereof (it being understood that the Manager will shall 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 Related Documents); (ii) the Interest-Only DSCR as calculated as of any Quarterly Calculation Date is less than or equal to 1.20x (for this purpose, clause (C) of the definition of “Debt Service” shall not apply when calculating the Interest-Only DSCR)1.20x; (iii) any failure by the Manager to provide any required certificate or report set forth in Sections SECTIONS 4.1(a), (b), (c), (d), (e), (f), (g) or (hg) 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 provisions of this Agreement or any other Transaction Related Document to which it is a party (other than as described above) to which it is party and the continuation of such default for a period of thirty (A30) 30 days after the Manager has been notified thereof in writing by any Securitization Entity or the Control Party or (B) 5 Business Days in the case of Section 4.6Party; provided, however, that as long as the Manager is diligently attempting to cure such default (so long as if any such default is capable of being cured)remedied within thirty (30) days after the Manager has obtained Actual Knowledge of such breach or the Manager’s receipt of written notice thereof, such cure period in the preceding then a Manager Termination Event shall only occur under this clause (Aiv) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall be extended by an additional period occur pursuant to this clause (iv) due to the breach of any covenant relating to any New Asset set forth in Article 5 so long as may be the Manager has complied with Section 2.8(b) and Section 2.8(c) if such damages are required to cure be paid with respect to such default, but in no event by more than an additional 30 daysbreach; (v) any material breach by the Manager of any representation, warranty or statement of the Manager made in this Agreement or any other Transaction Related 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 thirty (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; provided, further, that no Manager Termination Event shall occur pursuant to this clause (v) due to the breach of any representation, warranty or statement relating to any New Asset set forth in Article 5 so long as the Manager has complied with Section 2.8(b) and Section 2.8(c) if such damages are required to be paid with respect to such breach; (vi) any breach by the Manager of any representation, warranty or statement of the Manager made in this Agreement or any other Related Document or in any certificate, report or other writing delivered pursuant thereto that is qualified by materiality or the definition of “Material Adverse Effect” 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 thirty (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 (vi) as a result of such breach if it is not cured in all material respects by the end of such 30-day period; provided, further, that no Manager Termination Event shall occur under this clause (vi) due to the breach of a representation or warranty relating to any New Asset set forth in Article 5 so long as the Manager has complied with Section 2.8(b) and Section 2.8(c) with respect to such breach by taking any action required to be taken; (vii) an Event of Bankruptcy with respect to the Manager shall have occurred; (viiviii) 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 (10) days; (viiiix) a final non-appealable judgment for an amount in excess of $15,000,000 50,000,000 (exclusive of any portion thereof which is insured) is rendered against the Manager by a court of competent jurisdiction and is not paid, discharged or stayed within 60 sixty (60) days of the date when due; (ixx) an acceleration of more than $15,000,000 50,000,000 of the Indebtedness of the Manager which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled; (xxi) 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; (xixii) a failure by any Non-Securitization Entity to comply with the Specified Non-Securitization Debt Cap, and such failure has continued for a period of forty-five (45) days after the Manager has been notified in writing by any Securitization Entity, the Control Party, the Back-Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non-compliance; and (xiii) the occurrence of either (A) a Change in Management with respect to the Manager following the occurrence of a Change of Control or (B) an Event of Default under Section 9.2(o) of the Base Indenture; or (xii) the Manager pays any dividends to FAT Brands or its Affiliates. If a Manager Termination Event has occurred and is continuing with respect to the Manager, the Control Party (acting at the direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee in writing to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back-Up Manager and the Rating Agencies, if any); provided that the delivery of a Termination Notice to the Manager shall not be required in the circumstances set forth in clause (vi) or (vii) above. If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clause (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Transaction Documents (other than with respect to the payment of Indemnification Amounts or its obligations with respect to Disentanglement), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor Manager appointed by the Control Party (at the direction of the Controlling Class Representative). If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), pursuant to the terms of the Back-Up Management Agreement, the Back-Up Manager will serve as the Interim Successor Manager and will work with the Control Party to implement the Transition Plan (as such term is defined in the Back-Up Management Agreement) until a Successor Manager (other than the Back-Up Manager) has been appointed by the Control Party (acting at the direction of the Controlling Class Representative). Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the Trustee (A) be obligated to become (or be deemed to be) the Manager or Successor Manager or (B) have any obligation or responsibility to perform any of the duties or obligations of the Manager or Successor Manager. After the occurrence of a Hot Back-Up Management Trigger Event but prior to the Disentanglement Period, the Manager shall, unless otherwise directed by the Trustee (acting at the direction of the Control Party acting at the direction of the Controlling Class Representative) or the Majority of Controlling Class, continue to perform all management functions under the Management Agreement and the other Transaction Documents other than those being performed by the Back-Up Manager as part of the Hot Back-Up Management DutiesControl.