Common use of Special Provisions as to Securitization IP Clause in Contracts

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

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

Special Provisions as to Securitization IP. (i) The Manager acknowledges and agrees that each Guarantor the Franchisor has the right and duty to control the quality of the goods and services offered under such Guarantor’s Trademarks included manner in which the Securitization IP and the manner in which such Trademarks are is used in order to maintain the validity and enforceability of and its ownership of the Securitization IP, including controlling the quality of the goods and services offered in connection with the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor Franchisor with respect to: (A) the promulgation of standards with respect to the use of the Trademarks included in the Securitization IP and the operation of Branded Securitized Restaurants, including quality of food, cleanliness, appearance, and level of service (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor Franchisor approves for inclusion in the license granted under any IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Securitized Franchise Agreements, the Product Sourcing Agreements or other sublicense agreements relating to the quality standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands Xxxx in the Box Brand which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors Franchisor shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, the Manager shall provide each Guarantorthe Franchisor, with respect to Securitization IP, at either Guarantorthe Franchisor’s written request from time to time, with copies of Securitized Franchise Documents, the Product Sourcing Agreements Documents and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products Franchisees and other licensees and sublicensees. Nothing in this Agreement shall limit the Guarantors’ Franchisor’s rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect to which the Manager is performing IP Services. (ii) The Franchisor hereby grants to the Manager is hereby granted a non-exclusivenon‑exclusive, royalty-free sublicensable royalty‑free license to use and sublicense the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s use of any Trademark Intellectual Property included in the Securitization IP pursuant to the foregoing licenselicenses, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each IP License Agreement, as applicable to the product or service to which such Trademark Intellectual Property pertains, as if such provisions were incorporated by reference herein.

Special Provisions as to Securitization IP. (i) The Manager acknowledges and agrees that each Guarantor SPV Franchising Entity has the right and duty to control the quality of the goods and services offered under such GuarantorSPV Franchising Entity’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of of, and its ownership of the Trademarks included in the Securitization IPsuch Trademarks. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor SPV Franchising Entity with respect to: (A) the promulgation of standards with respect to the operation of Branded RestaurantsLocations, including quality of food, cleanlinessproducts and services offered and safety, appearance, cleanliness and level standards of service and operation (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor SPV Franchising Entity approves for inclusion in the any license granted under any IP License Agreement (or any other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Franchise Agreements, the Product Sourcing Agreements or other sublicense agreements relating to the quality standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Driven Securitization Brands which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors SPV Franchising Entities shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each GuarantorSPV Franchising Entity, at either Guarantor’s the written request from time to timetime of such SPV Franchising Entity, with copies of Franchise Documents, the Product Sourcing Agreements Documents and other sublicenses, sublicenses and samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products Franchisees and other licensees and sublicensees. Nothing in this Agreement shall limit the GuarantorsSPV Franchising Entities’ rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect to which the Manager is performing IP Services. (ii) The SPV Franchising Entities hereby grant to the Manager is hereby granted and the Initial Sub-managers a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s or any Initial Sub-manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees and the Initial Sub-managers agree to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein.

Special Provisions as to Securitization IP. (i) The Manager acknowledges and agrees that each Guarantor Canadian SPV Franchising Entity has the right and duty to control the quality of the goods and services offered under such GuarantorCanadian SPV Franchising Entity’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of of, and its ownership of the Trademarks included in the Securitization IPsuch Trademarks. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor Canadian SPV Franchising Entity with respect to: (A) the promulgation of standards with respect to the operation of Branded RestaurantsLocations, including quality of food, cleanlinessproducts and services offered and safety, appearance, cleanliness and level standards of service and operation (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor Canadian SPV Franchising Entity approves for inclusion in the any license granted under any Canadian SPV IP License Agreement (or any other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Franchise Agreements, the Product Sourcing Agreements or other sublicense agreements relating to the quality standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Driven Securitization Brands which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors Canadian SPV Franchising Entities shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each GuarantorCanadian SPV Franchising Entity, at either Guarantor’s the written request from time to timetime of such Canadian SPV Franchising Entity, with copies of Franchise Documents, the Product Sourcing Agreements Documents and other sublicenses, sublicenses and samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products Franchisees and other licensees and sublicensees. Nothing in this Agreement shall limit the GuarantorsCanadian SPV Franchising Entities’ rights or the licensees’ obligations under the Canadian SPV IP License Agreements or any other agreement with respect to which the Manager is performing IP Services. (ii) The Canadian SPV Franchising Entities hereby grant to the Manager is hereby granted a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each Canadian SPV IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein. (iii) The Manager shall cooperate with the U.S. Manager in the performance of the types of services described in the definition of “IP Services” for any Securitization IP owned by a U.S. Securitization Entity and licensed to a Canadian Securitization Entity to facilitate the availment by the Canadian SPV Franchising Entities of their respective rights and benefits and the performance of their respective obligations (including paying or causing to be paid or discharged all royalties and deducting and remitting any applicable withholding taxes) under the Canadian IP License Agreements and in respect of such Securitization IP to the extent necessary or desirable for the operation of their business.

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

Special Provisions as to Securitization IP. (ia) The Manager acknowledges and agrees that each Guarantor IP Holder has the right and duty to control the quality of the goods and services offered under such GuarantorIP Holder’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of and its ownership of the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor IP Holder with respect to: (A) the promulgation of standards with respect to the operation of Branded Restaurants, including quality of food, cleanliness, appearance, and level of service (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor IP Holder approves for inclusion in the license granted under any IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Franchise Agreements, the Product Sourcing Agreements Arrangements or other sublicense agreements relating to the quality standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors IP Holders shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each GuarantorIP Holder, at either GuarantorIP Holder’s written request from time to time, with copies of Franchise Documents, the Product Sourcing Arrangements, Third-Party License Agreements and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products proprietary products and other licensees and sublicensees. Nothing in this Agreement shall limit the GuarantorsIP Holders’ rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect to which the Manager is performing IP Services. (iib) The Manager is hereby granted a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein.

Special Provisions as to Securitization IP. (i) The Manager acknowledges and agrees that each Guarantor Wingstop Franchisor has the right and duty to control the quality of the goods and services offered under such GuarantorWingstop Franchisor’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of and its ownership of the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor Wingstop Franchisor with respect to: (A) the promulgation of standards with respect to the operation of the Branded Restaurants, including quality of food, cleanliness, appearance, and level of service (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor Wingstop Franchisor approves for inclusion in the license granted under any the Wingstop IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Franchise Agreements, the Product Sourcing Agreements or other sublicense agreements relating to the quality standards which Franchisees and other licensees and sublicensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands Wingstop Brand which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors Wingstop Franchisor shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each GuarantorWingstop Franchisor, at either Guarantor’s its written request from time to time, with copies of Franchise Documents, the Product Sourcing Agreements Documents and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products Franchisees and other licensees and sublicensees. Nothing in this Agreement shall limit the Guarantors’ Wingstop Franchisor’s rights or the licensees’ WRI’s obligations under the Wingstop IP License Agreements Agreement or any other agreement with respect to which the Manager is performing IP Services. (ii) The Wingstop Franchisor hereby grants to the Manager is hereby granted a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s or any Sub-manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each the Wingstop IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein.

Special Provisions as to Securitization IP. (i) The Manager acknowledges and agrees that each Guarantor IP Holder has the right and duty to control the quality of the goods and services offered under such GuarantorIP Holder’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of and its ownership of the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor IP Holder with respect to: (A) the promulgation of standards with respect to the operation of the Branded Restaurants, including quality of food, cleanliness, appearance, and level of service (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor IP Holder approves for inclusion in the license granted under any IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Franchise Agreements, the Product Sourcing Agreements or other sublicense agreements relating to the quality standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands Taco Xxxx Brand which are were not in use on the Series 2016-1 Closing Date, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors IP Holder shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each GuarantorIP Holder, at either Guarantor’s its written request from time to time, with copies of Franchise Documents, the Product Sourcing Agreements Documents and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products Franchisees and other licensees and sublicensees. Nothing in this Agreement shall limit the Guarantors’ IP Holder’s rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect to which the Manager is performing IP Services. (ii) The Manager is hereby granted a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein.

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

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

Special Provisions as to Securitization IP. (ia) The Manager acknowledges and agrees that each Guarantor the Franchisor has the right and duty to control the quality of the goods and services offered under such GuarantorFranchisor’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of and its ownership of the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor Franchisor with respect to: (A) the promulgation of standards with respect to the operation of Branded Restaurantsthe Stores, including quality of foodwith respect to fitness equipment and facilities, cleanliness, appearanceatmosphere, level of service, and level of service appearance (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor Franchisor approves for inclusion in the license granted under any IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Franchise Agreements, Agreements and Area Development Agreements to which the Product Sourcing Agreements Franchisor is a party or of other sublicense agreements relating to the quality standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands Planet Fitness Brand which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors Franchisor shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each Guarantorthe Franchisor, at either Guarantorthe Franchisor’s written request from time to time, with copies of Franchise Documents, the Product Sourcing Third-Party License Agreements and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products proprietary products and other licensees and sublicensees. Nothing in this Agreement shall limit the Guarantors’ Franchisor’s rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect to which the Manager is performing IP Services. (ii) The Manager is hereby granted a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein.SECTION 4.12SECTION 4.12

Special Provisions as to Securitization IP. (i) The Manager acknowledges and agrees that each Guarantor Wingstop Franchisor has the right and duty to control the quality of the goods and services offered under such GuarantorWingstop Franchisor’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of and its ownership of the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor Wingstop Franchisor with respect to: (A) the promulgation of standards with respect to the operation of the Branded Restaurants, including quality of food, cleanliness, appearance, and level of service (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor Wingstop Franchisor approves for inclusion in the license granted under any the Wingstop IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Franchise Agreements, the Product Sourcing Agreements or other sublicense agreements relating to the 26 quality standards which Franchisees and other licensees and sublicensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands Wingstop Brand which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors Wingstop Franchisor shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each GuarantorWingstop Franchisor, at either Guarantor’s its written request from time to time, with copies of Franchise Documents, the Product Sourcing Agreements Documents and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products Franchisees and other licensees and sublicensees. Nothing in this Agreement shall limit the Guarantors’ Wingstop Franchisor’s rights or the licensees’ WRI’s obligations under the Wingstop IP License Agreements Agreement or any other agreement with respect to which the Manager is performing IP Services. (ii) The Wingstop Franchisor hereby grants to the Manager is hereby granted a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s or any Sub-manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each the Wingstop IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein.

Special Provisions as to Securitization IP. (ia) The Manager acknowledges and agrees that each Guarantor the Franchisor has the right and duty to control the quality of the goods and services offered under such GuarantorFranchisor’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of and its ownership of the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor Franchisor with respect to: (A) the promulgation of standards with respect to the operation of Branded Restaurantsthe Stores, including quality of foodwith respect to fitness equipment and facilities, cleanliness, appearanceatmosphere, level of service, and level of service appearance (or the making of material changes to the existing standards), (B) the promulgation of standards with respect to new businesses, products and services which the applicable Guarantor Franchisor approves for inclusion in the license granted under any IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the standards, (D) the terms of any Franchise Agreements, Agreements and Area Development Agreements to which the Product Sourcing Agreements Franchisor is a party or of other sublicense agreements relating to the quality standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands Planet Fitness Brand which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors Franchisor shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each Guarantorthe Franchisor, at either Guarantorthe Franchisor’s written request from time to time, with copies of Franchise Documents, the Product Sourcing Third-Party License Agreements and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products proprietary products and other licensees and sublicensees. Nothing in this Agreement shall limit the Guarantors’ Franchisor’s rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect to which the Manager is performing IP Services. (ii) The Manager is hereby granted a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein.

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

Special Provisions as to Securitization IP. (ia) The Manager acknowledges and agrees that each Guarantor the Franchisor has the right and duty to control the quality of the goods and services offered under such GuarantorFranchisor’s Trademarks included in the Securitization IP and the manner in which such Trademarks are used in order to maintain the validity and enforceability of and its ownership of the Trademarks included in the Securitization IP. The Manager shall not take any action contrary to the express written instruction of the applicable Guarantor Franchisor with respect to: (A) the promulgation of quality control standards with respect to the operation of Branded Restaurantsthe Centers, including quality of food, cleanliness, appearanceatmosphere, level of service, and level of service appearance (or the making of material changes to the existing standards), (B) the promulgation of quality control standards with respect to new businesses, products and services which the applicable Guarantor Franchisor approves for inclusion in the license granted under any IP License Agreement (or other license agreement or sublicense agreement for which the Manager is performing IP Services), (C) the nature and implementation of means of monitoring and controlling adherence to the quality control standards, (D) the terms of any Franchise Agreements, Agreements and Multi-Unit Development Agreements to which the Product Sourcing Agreements Franchisor is a party or of other license or sublicense agreements relating to the quality control standards which licensees must follow with respect to businesses, products, and services offered under the Trademarks included in the Securitization IP and the usage of such Trademarks, (E) the commencement and prosecution of enforcement actions with respect to the Trademarks included in the Securitization IP and the terms of any settlements thereof, (F) the adoption of any variations on the Brands European Wax Center Brand in the United States which are not in use on the Closing Datedate hereof, or other new Trademarks to be included in the Securitization IP, (G) the abandonment of any Securitization IP and (H) any uses of the Securitization IP that are not consistent with the Managing Standard. The Guarantors Franchisor shall have the right to monitor the Manager’s compliance with the foregoing and its performance of the IP Services and, in furtherance thereof, Manager shall provide each Guarantorthe Franchisor, at either Guarantorthe Franchisor’s written request from time to time, with copies of Franchise Documents, the Product Sourcing IP License Agreements and other sublicenseslicenses and sublicenses of Securitization IP, samples of products and materials bearing the Trademarks included in the Securitization IP used by Franchisees, any manufacturer or distributor of Products proprietary products and other licensees and sublicensees. Nothing in this Agreement shall limit the Guarantors’ Franchisor’s rights or the licensees’ obligations under the IP License Agreements or any other agreement with respect to which the Manager is performing IP Services. (ii) The Manager is hereby granted a non-exclusive, royalty-free sublicensable license to use the Securitization IP solely in connection with the performance of the Services under this Agreement. In connection with the Manager’s use of any Trademark included in the Securitization IP pursuant to the foregoing license, the Manager agrees to adhere to the quality control provisions and sublicensing provisions, with respect to sublicenses issued hereunder, which are contained in each IP License Agreement, as applicable to the product or service to which such Trademark pertains, as if such provisions were incorporated by reference herein.