Control Party. Citadel SPV LLC, as Control Party, hereby consents to the execution and delivery of this Agreement by the parties hereto, and as Control Party hereby directs the Trustee to execute and deliver this Agreement. By: /s/ O▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: O▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of November 21, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Management Agreement), by and among Twin Hospitality I, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”); each of the “Guarantors” from time to time a party thereto (each, a “Guarantor” and together with their respective successors and assigns, the “Guarantors” and, together with the Issuer, the “Securitization Entities”); Twin Hospitality Group Inc., a Delaware corporation, as Manager (the “Manager”); and UMB Bank, N.A., as the indenture trustee; and consented to by Citadel SPV LLC, as Control Party, the undersigned Securitization Entities hereby appoint the Manager and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in the Management Agreement) being performed with respect to the Managed Assets, with full irrevocable power and authority in the place of each Securitization Entity and in the name of each Securitization Entity or in its own name as agent of each Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to: a. perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Transaction Documents to be performed, prepared and/or filed by the Securitization Entities, including: (i) recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Securitization Entities may from time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Securitization Entities to the Trustee under the Transaction Documents in accordance with the UCC; and (ii) executing grants of security interests or any similar instruments required under the Transaction Documents to evidence such Lien in the Collateral; and b. take such actions on behalf of each Securitization Entity as such Securitization Entity or Manager may reasonably request that are expressly required by the terms, provisions and purposes of the Management Agreement; or cause the preparation by other appropriate Persons, of all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of the Transaction Documents. With respect to the IP Services, the undersigned hereby further appoint the Manager and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the IP Services described below being performed with respect to the Securitization IP, with full irrevocable power and authority in the place of the applicable Securitization Entity that is the owner thereof and in the name of the applicable Securitization Entity or in its own name as agent of such Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to perform: c. searching, screening and clearing After-Acquired Securitization IP to assess patentability, registrability and the risk of potential infringement; d. filing, prosecuting and maintaining applications and registrations for the Securitization IP in the applicable Securitization Entity’s name throughout the world, including timely filing of evidence of use, applications for renewal and affidavits of use and/or incontestability, timely paying of all registration and maintenance fees, responding to third-party oppositions of applications or challenges to registrations, and responding to any office actions, reexaminations, interferences, “inter partes” reviews, post grant reviews, or other office or examiner requests, reviews or requirements; e. monitoring third-party use and registration of Trademarks and taking actions the Manager deems appropriate to oppose or contest the use and any application or registration for Trademarks that could reasonably be expected to infringe, dilute or otherwise violate the Securitization IP or the applicable Securitization Entity’s rights therein; f. confirming each Securitization Entity’s legal title in and to any or all of the Securitization IP, including obtaining written assignments of Securitization IP to the applicable Securitization Entity and recording transfers of title in the appropriate intellectual property registry throughout the world; g. with respect to each Securitization Entity’s rights and obligations under the IP License Agreements and any Transaction Documents, monitoring the licensee’s use of each licensed Trademark and the quality of its goods and services offered in connection with such Trademarks, rendering any approvals (or disapprovals) that are required under the applicable license agreement(s), and employing reasonable means to ensure that any use of any such Trademarks by any such licensee satisfies the quality control standards and usage provisions of the applicable license agreement; h. protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution, misappropriation, unauthorized use or other violation of the Securitization IP, or any portion thereof, enforcing such Securitization IP, including, (i) preparing and responding to cease-and-desist, demand and notice letters, and requests for a license; and (ii) commencing, prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith; provided that each Securitization Entity shall, and agrees to, join as a party to any such suits to the extent necessary to maintain standing; i. performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Transaction Document to be performed, prepared and/or filed by the applicable Securitization Entity, including (i) executing and recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or such other instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations of the Securitization Entities to perfect the Trustee’s lien only in the United States) in connection with the security interests in the Securitization IP granted by each Securitization Entity to the Trustee under the Indenture and (ii) preparing, executing and delivering grants of security interests or any similar instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations of each Securitization Entity to perfect the Trustee’s lien only in the United States) that are intended to evidence such security interests in the Securitization IP and recording such grants or other instruments with the relevant Governmental Authority including the PTO and the United States Copyright Office; j. taking such actions as any licensee under an IP License Agreement may request that are required by the terms, provisions and purposes of such IP License Agreement (or by any other agreements pursuant to which the applicable Securitization Entity licenses the use of any Securitization IP) to be taken by the applicable Securitization Entity, and preparing (or causing to be prepared) for execution by each Securitization Entity all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of such IP License Agreements (or such other agreements); k. paying or causing to be paid or discharged, from funds of the Securitization Entities, any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the Securitization IP or contesting the same in good faith; l. obtaining licenses of third-party Intellectual Property for use and sublicense in connection with the Managed Assets and any other assets of the Securitization Entities; m. sublicensing the Securitization IP to suppliers, manufacturers, advertisers and other service providers in connection with the provision of products and services for use in the Restaurant Business; and n. with respect to Trade Secrets and other confidential information of each Securitization Entity, taking all reasonable measures to maintain confidentiality and to prevent non-confidential disclosures. THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO POWERS OF ATTORNEY MADE AND TO BE EXERCISED WHOLLY WITHIN SUCH STATE. This power of attorney is coupled with an interest. Capitalized terms used herein, and not defined herein shall have the meanings applicable to such terms in the Management Agreement.
Appears in 2 contracts
Sources: Management Agreement (Twin Hospitality Group Inc.), Management Agreement (Fat Brands, Inc)
Control Party. Citadel SPV LLC(a) At all times other than during a Default Period, the "Control Party" shall be the Senior Secured Parties acting by Majority Vote.
(b) Upon the commencement of a Default Period and for a period of 240 days following such commencement (the "Initial Control Period"), the Control Party shall be the Junior Secured Parties acting by Majority Vote. If, by the last Business Day during the Initial Control Period, the Senior Indebtedness shall not have been Paid in Full, the Control Party shall be the Senior Secured Parties acting by Majority Vote; provided, however, that if, within 15 days prior to the end of the Initial Control Period, the Junior Secured Parties pay or cause to be paid to the Senior Secured Parties an amount equal to the outstanding Senior Indebtedness (and cause the Senior Indebtedness to be Paid in Full), then the Junior Secured Parties shall remain the Control Party and the Junior Secured Parties will be subrogated to all of the rights of the Senior Secured Parties, including the right to payment on the Senior Indebtedness; provided further, that the Initial Control Period shall be tolled during such time as the Collateral Agent is stayed from enforcing its Liens on a material portion of the Collateral to the extent the Collateral Agent, on behalf of the Control Party, hereby consents used reasonable efforts to attempt to vacate such stay or made a reasonable determination that any such action to vacate such stay would have been without merit.
(c) After the execution and delivery Senior Indebtedness shall have been Paid in Full, the Control Party shall at all times be the Junior Secured Parties acting by Majority Vote.
(d) The Collateral Agent shall give written notice to all of the other parties to this Agreement by promptly upon a change in the identity of the Control Party. Each of the parties heretohereto agrees that it shall not exercise any of the rights of the Control Party at such time as it is not the Control Party hereunder. In the absence of bad faith on its part, the Collateral Agent may conclusively rely, and as Control Party hereby directs the Trustee to execute and deliver this Agreement. By: /s/ O▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: O▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President KNOW ALL PERSONS BY THESE PRESENTSwill be fully protected in so relying, that in connection with the Management Agreement, dated as of November 21, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Management Agreement), by and among Twin Hospitality I, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”); each of the “Guarantors” from time to time a party thereto (each, a “Guarantor” and together with their respective successors and assigns, the “Guarantors” and, together with the Issuer, the “Securitization Entities”); Twin Hospitality Group Inc., a Delaware corporation, as Manager (the “Manager”); and UMB Bank, N.A., as the indenture trustee; and consented to by Citadel SPV LLC, as Control Party, the undersigned Securitization Entities hereby appoint the Manager and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in the Management Agreement) being performed with respect to the Managed Assets, with full irrevocable power and authority in the place of each Securitization Entity and in the name of each Securitization Entity or in its own name as agent of each Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to:
a. perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Transaction Documents to be performed, prepared and/or filed by the Securitization Entities, including: on (i) recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Securitization Entities may from time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Securitization Entities to the Trustee under identity of the Transaction Documents in accordance with the UCC; Control Party and (ii) executing grants of security interests on any direction, waiver or any similar instruments required under the Transaction Documents to evidence such Lien in the Collateral; and
b. take such actions on behalf of each Securitization Entity as such Securitization Entity or Manager may reasonably request that are expressly required by the terms, provisions and purposes consent of the Management Agreement; Control Party.
(e) This Article VI shall not be construed in any way to limit or cause impair the preparation by other appropriate Persons, of all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of the Transaction Documents. With respect to the IP Services, the undersigned hereby further appoint the Manager and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the IP Services described below being performed with respect to the Securitization IP, with full irrevocable power and authority in the place of the applicable Securitization Entity that is the owner thereof and in the name of the applicable Securitization Entity or in its own name as agent of such Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to perform:
c. searching, screening and clearing After-Acquired Securitization IP to assess patentability, registrability and the risk of potential infringement;
d. filing, prosecuting and maintaining applications and registrations for the Securitization IP in the applicable Securitization Entity’s name throughout the world, including timely filing of evidence of use, applications for renewal and affidavits of use and/or incontestability, timely paying of all registration and maintenance fees, responding to third-party oppositions of applications or challenges to registrations, and responding to any office actions, reexaminations, interferences, “inter partes” reviews, post grant reviews, or other office or examiner requests, reviews or requirements;
e. monitoring third-party use and registration of Trademarks and taking actions the Manager deems appropriate to oppose or contest the use and any application or registration for Trademarks that could reasonably be expected to infringe, dilute or otherwise violate the Securitization IP or the applicable Securitization Entity’s rights therein;
f. confirming each Securitization Entity’s legal title in and to any or all of the Securitization IP, including obtaining written assignments of Securitization IP to the applicable Securitization Entity and recording transfers of title in the appropriate intellectual property registry throughout the world;
g. with respect to each Securitization Entity’s rights and obligations under the IP License Agreements and any Transaction Documents, monitoring the licensee’s use of each licensed Trademark and the quality of its goods and services offered in connection with such Trademarks, rendering any approvals (or disapprovals) that are required under the applicable license agreement(s), and employing reasonable means to ensure that any use right of any Secured Party to bid for and purchase Collateral at any private or judicial foreclosure upon such Trademarks Collateral initiated by any such licensee satisfies the quality control standards and usage provisions of the applicable license agreement;
h. protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution, misappropriation, unauthorized use or other violation of the Securitization IP, or any portion thereof, enforcing such Securitization IP, including, (i) preparing and responding to cease-and-desist, demand and notice letters, and requests for a license; and (ii) commencing, prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith; provided that each Securitization Entity shall, and agrees to, join as a party to any such suits to the extent necessary to maintain standing;
i. performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Transaction Document to be performed, prepared and/or filed by the applicable Securitization Entity, including (i) executing and recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or such other instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations of the Securitization Entities to perfect the Trustee’s lien only in the United States) in connection with the security interests in the Securitization IP granted by each Securitization Entity to the Trustee under the Indenture and (ii) preparing, executing and delivering grants of security interests or any similar instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations of each Securitization Entity to perfect the Trustee’s lien only in the United States) that are intended to evidence such security interests in the Securitization IP and recording such grants or other instruments with the relevant Governmental Authority including the PTO and the United States Copyright Office;
j. taking such actions as any licensee under an IP License Agreement may request that are required by the terms, provisions and purposes of such IP License Agreement (or by any other agreements pursuant to which the applicable Securitization Entity licenses the use of any Securitization IP) to be taken by the applicable Securitization Entity, and preparing (or causing to be prepared) for execution by each Securitization Entity all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of such IP License Agreements (or such other agreements);
k. paying or causing to be paid or discharged, from funds of the Securitization Entities, any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the Securitization IP or contesting the same in good faith;
l. obtaining licenses of third-party Intellectual Property for use and sublicense in connection with the Managed Assets and any other assets of the Securitization Entities;
m. sublicensing the Securitization IP to suppliers, manufacturers, advertisers and other service providers in connection with the provision of products and services for use in the Restaurant Business; and
n. with respect to Trade Secrets and other confidential information of each Securitization Entity, taking all reasonable measures to maintain confidentiality and to prevent non-confidential disclosures. THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO POWERS OF ATTORNEY MADE AND TO BE EXERCISED WHOLLY WITHIN SUCH STATE. This power of attorney is coupled with an interest. Capitalized terms used herein, and not defined herein shall have the meanings applicable to such terms in the Management AgreementSecured Party.
Appears in 1 contract
Sources: Intercreditor, Security and Collateral Agency Agreement (Abraxas Petroleum Corp)
Control Party. Citadel SPV LLC, as Control Party, hereby consents to the execution and delivery of this Agreement by the parties hereto, and as Control Party hereby directs the Trustee to execute and deliver this Agreement. By: /s/ O▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: O▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of November 21December 15, 2024 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Management Agreement), by and among Twin Hospitality FAT Brands Fazoli’s Native I, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”); each of the “Guarantors” from time to time a party thereto (each, a “Guarantor” and together with their respective successors and assigns, the “Guarantors” and, together with the Issuer, the “Securitization Entities”); Twin Hospitality Group FAT Brands Inc., a Delaware corporation, as Manager (the “Manager”); and UMB Bank, N.A., as the indenture trustee; and consented to by Citadel SPV LLC, as Control Party, the undersigned Securitization Entities hereby appoint the Manager and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in the Management Agreement) being performed with respect to the Managed Assets, with full irrevocable power and authority in the place of each Securitization Entity and in the name of each Securitization Entity or in its own name as agent of each Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to:
a. perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Transaction Documents to be performed, prepared and/or filed by the Securitization Entities, including: (i) recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Securitization Entities may from time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Securitization Entities to the Trustee under the Transaction Documents in accordance with the UCC; and (ii) executing grants of security interests or any similar instruments required under the Transaction Documents to evidence such Lien in the Collateral; and
b. take such actions on behalf of each Securitization Entity as such Securitization Entity or Manager may reasonably request that are expressly required by the terms, provisions and purposes of the Management Agreement; or cause the preparation by other appropriate Persons, of all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of the Transaction Documents. With respect to the IP Services, the undersigned hereby further appoint the Manager and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the IP Services described below being performed with respect to the Securitization IP, with full irrevocable power and authority in the place of the applicable Securitization Entity that is the owner thereof and in the name of the applicable Securitization Entity or in its own name as agent of such Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to perform:
c. searching, screening and clearing After-Acquired Securitization IP to assess patentability, registrability and the risk of potential infringement;
d. ; filing, prosecuting and maintaining applications and registrations for the Securitization IP in the applicable Securitization Entity’s name throughout the world, including timely filing of evidence of use, applications for renewal and affidavits of use and/or incontestability, timely paying of all registration and maintenance fees, responding to third-party oppositions of applications or challenges to registrations, and responding to any office actions, reexaminations, interferences, “inter partes” reviews, post grant reviews, or other office or examiner requests, reviews or requirements;
e. ; monitoring third-party use and registration of Trademarks and taking actions the Manager deems appropriate to oppose or contest the use and any application or registration for Trademarks that could reasonably be expected to infringe, dilute or otherwise violate the Securitization IP or the applicable Securitization Entity’s rights therein;
f. ; confirming each Securitization Entity’s legal title in and to any or all of the Securitization IP, including obtaining written assignments of Securitization IP to the applicable Securitization Entity and recording transfers of title in the appropriate intellectual property registry throughout the world;
g. ; with respect to each Securitization Entity’s rights and obligations under the IP License Agreements and any Transaction Documents, monitoring the licensee’s use of each licensed Trademark and the quality of its goods and services offered in connection with such Trademarks, rendering any approvals (or disapprovals) that are required under the applicable license agreement(s), and employing reasonable means to ensure that any use of any such Trademarks by any such licensee satisfies the quality control standards and usage provisions of the applicable license agreement;
h. ; protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution, misappropriation, unauthorized use or other violation of the Securitization IP, or any portion thereof, enforcing such Securitization IP, including, (i) preparing and responding to cease-and-desist, demand and notice letters, and requests for a license; and (ii) commencing, prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith; provided that each Securitization Entity shall, and agrees to, join as a party to any such suits to the extent necessary to maintain standing;
i. ; performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Transaction Document to be performed, prepared and/or filed by the applicable Securitization Entity, including (i) executing and recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or such other instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations of the Securitization Entities to perfect the Trustee’s lien only in the United States) in connection with the security interests in the Securitization IP granted by each Securitization Entity to the Trustee under the Indenture and (ii) preparing, executing and delivering grants of security interests or any similar instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations of each Securitization Entity to perfect the Trustee’s lien only in the United States) that are intended to evidence such security interests in the Securitization IP and recording such grants or other instruments with the relevant Governmental Authority including the PTO and the United States Copyright Office;
j. ; taking such actions as any licensee under an IP License Agreement may request that are required by the terms, provisions and purposes of such IP License Agreement (or by any other agreements pursuant to which the applicable Securitization Entity licenses the use of any Securitization IP) to be taken by the applicable Securitization Entity, and preparing (or causing to be prepared) for execution by each Securitization Entity all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of such IP License Agreements (or such other agreements);
k. ; paying or causing to be paid or discharged, from funds of the Securitization Entities, any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the Securitization IP or contesting the same in good faith;
l. ; obtaining licenses of third-party Intellectual Property for use and sublicense in connection with the Managed Assets and any other assets of the Securitization Entities;
m. ; sublicensing the Securitization IP to suppliers, manufacturers, advertisers and other service providers in connection with the provision of products and services for use in the Restaurant Business; and
n. and with respect to Trade Secrets and other confidential information of each Securitization Entity, taking all reasonable measures to maintain confidentiality and to prevent non-confidential disclosures. THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO POWERS OF ATTORNEY MADE AND TO BE EXERCISED WHOLLY WITHIN SUCH STATE. This power of attorney is coupled with an interest. Capitalized terms used herein, and not defined herein shall have the meanings applicable to such terms in the Management Agreement.
Appears in 1 contract
Sources: Omnibus Amendment (Fat Brands, Inc)
Control Party. Citadel SPV LLC, as Control Party, hereby consents to the execution and delivery of this Agreement by the parties hereto, and as Control Party hereby directs the Trustee to execute and deliver this Agreement. By: /s/ O▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: O▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President Senior Managing Director KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of November 21December 15, 2024 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Management Agreement), by and among Twin Hospitality FAT Brands Fazoli’s Native I, LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”); each of the “Guarantors” from time to time a party thereto (each, a “Guarantor” and together with their respective successors and assigns, the “Guarantors” and, together with the Issuer, the “Securitization Entities”); Twin Hospitality Group FAT Brands Inc., a Delaware corporation, as Manager (the “Manager”); and UMB Bank, N.A., as the indenture trustee; and consented to by Citadel SPV LLC, as Control Party, the undersigned Securitization Entities hereby appoint the Manager and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in the Management Agreement) being performed with respect to the Managed Assets, with full irrevocable power and authority in the place of each Securitization Entity and in the name of each Securitization Entity or in its own name as agent of each Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to:
a. perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Transaction Documents to be performed, prepared and/or filed by the Securitization Entities, including: (i) recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Securitization Entities may from time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Securitization Entities to the Trustee under the Transaction Documents in accordance with the UCC; and (ii) executing grants of security interests or any similar instruments required under the Transaction Documents to evidence such Lien in the Collateral; and
b. take such actions on behalf of each Securitization Entity as such Securitization Entity or Manager may reasonably request that are expressly required by the terms, provisions and purposes of the Management Agreement; or cause the preparation by other appropriate Persons, of all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of the Transaction Documents. With respect to the IP Services, the undersigned hereby further appoint the Manager and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the IP Services described below being performed with respect to the Securitization IP, with full irrevocable power and authority in the place of the applicable Securitization Entity that is the owner thereof and in the name of the applicable Securitization Entity or in its own name as agent of such Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to perform:
c. searching, screening and clearing After-Acquired Securitization IP to assess patentability, registrability and the risk of potential infringement;
d. filing, prosecuting and maintaining applications and registrations for the Securitization IP in the applicable Securitization Entity’s name throughout the world, including timely filing of evidence of use, applications for renewal and affidavits of use and/or incontestability, timely paying of all registration and maintenance fees, responding to third-party oppositions of applications or challenges to registrations, and responding to any office actions, reexaminations, interferences, “inter partes” reviews, post grant reviews, or other office or examiner requests, reviews or requirements;
e. monitoring third-party use and registration of Trademarks and taking actions the Manager deems appropriate to oppose or contest the use and any application or registration for Trademarks that could reasonably be expected to infringe, dilute or otherwise violate the Securitization IP or the applicable Securitization Entity’s rights therein;
f. confirming each Securitization Entity’s legal title in and to any or all of the Securitization IP, including obtaining written assignments of Securitization IP to the applicable Securitization Entity and recording transfers of title in the appropriate intellectual property registry throughout the world;
g. with respect to each Securitization Entity’s rights and obligations under the IP License Agreements and any Transaction Documents, monitoring the licensee’s use of each licensed Trademark and the quality of its goods and services offered in connection with such Trademarks, rendering any approvals (or disapprovals) that are required under the applicable license agreement(s), and employing reasonable means to ensure that any use of any such Trademarks by any such licensee satisfies the quality control standards and usage provisions of the applicable license agreement;
h. protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution, misappropriation, unauthorized use or other violation of the Securitization IP, or any portion thereof, enforcing such Securitization IP, including, (i) preparing and responding to cease-and-desist, demand and notice letters, and requests for a license; and (ii) commencing, prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith; provided that each Securitization Entity shall, and agrees to, join as a party to any such suits to the extent necessary to maintain standing;
i. performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Transaction Document to be performed, prepared and/or filed by the applicable Securitization Entity, including (i) executing and recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or such other instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations of the Securitization Entities to perfect the Trustee’s lien only in the United States) in connection with the security interests in the Securitization IP granted by each Securitization Entity to the Trustee under the Indenture and (ii) preparing, executing and delivering grants of security interests or any similar instruments as the Issuer or the Control Party may, from time to time, reasonably request (consistent with the obligations of each Securitization Entity to perfect the Trustee’s lien only in the United States) that are intended to evidence such security interests in the Securitization IP and recording such grants or other instruments with the relevant Governmental Authority including the PTO and the United States Copyright Office;
j. taking such actions as any licensee under an IP License Agreement may request that are required by the terms, provisions and purposes of such IP License Agreement (or by any other agreements pursuant to which the applicable Securitization Entity licenses the use of any Securitization IP) to be taken by the applicable Securitization Entity, and preparing (or causing to be prepared) for execution by each Securitization Entity all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of such IP License Agreements (or such other agreements);
k. paying or causing to be paid or discharged, from funds of the Securitization Entities, any and all taxes, charges and assessments that may be levied, assessed or imposed upon any of the Securitization IP or contesting the same in good faith;
l. obtaining licenses of third-party Intellectual Property for use and sublicense in connection with the Managed Assets and any other assets of the Securitization Entities;
m. sublicensing the Securitization IP to suppliers, manufacturers, advertisers and other service providers in connection with the provision of products and services for use in the Restaurant Business; and
n. with respect to Trade Secrets and other confidential information of each Securitization Entity, taking all reasonable measures to maintain confidentiality and to prevent non-confidential disclosures. THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO POWERS OF ATTORNEY MADE AND TO BE EXERCISED WHOLLY WITHIN SUCH STATE. This power of attorney is coupled with an interest. Capitalized terms used herein, and not defined herein shall have the meanings applicable to such terms in the Management Agreement.
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