Common use of Advertising Funds Clause in Contracts

Advertising Funds. The Manager will maintain an account designated as the “IHOP Advertising Fund Account” in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Advertising Fund Accounts”) in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”). Any IHOP Advertising Fees will be transferred by the Manager from the IHOP Concentration Account to the IHOP Advertising Fund Account, and any Applebee’s Advertising Fees will be transferred by the Manager from the Applebee’s Concentration Account to the Applebee’s Advertising Fund Account. The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against the Advertising Fund Accounts or the funds therein. The Manager shall apply the amount on deposit in each Advertising Fund Account solely to cover (a) the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund Account, disbursements with respect to local advertising cooperatives with respect to the IHOP Brand. The Manager may make advances to fund deficits in the Advertising Fund Accounts from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute Manager Advances. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standard.

Advertising Funds. The Manager will may, but shall not be required to, maintain advertising fund accounts (each, an account designated as the “IHOP Advertising Fund Account” in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Advertising Fund Accounts”) in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the Applebee’s each Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”). Any IHOP Advertising Fees will received in the Concentration Account shall be transferred by the Manager from the IHOP Concentration Account to the IHOP Advertising Fund Account, and any Applebee’s Advertising Fees will be transferred by the Manager from the Applebee’s Concentration Account to the Applebee’s applicable Advertising Fund Account. The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against the Advertising Fund Accounts or the funds therein. The Manager shall apply the amount on deposit in each Advertising Fund Account solely to cover (a) the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP applicable Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP applicable Franchise Agreements, and (c) costs and expenses related to the national and local marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund Account, disbursements with respect to local advertising cooperatives with respect to the IHOP Brand. The Manager may make advances to fund deficits in the Advertising Fund Accounts from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute Manager Advances. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standard.

Advertising Funds. The Manager will may, but shall not be required to, maintain advertising fund accounts (each, an account designated as the “IHOP Advertising Fund Account” in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Advertising Fund Accounts”) in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities Company Restaurant Guarantors to fund the national marketing and advertising activities and local advertising cooperatives with respect to the Applebee’s each Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”). Any IHOP Advertising Fees will received in the Concentration Account or the Company Restaurant Account shall be transferred by the Manager from the IHOP Concentration Account to the IHOP Advertising Fund Account, and any Applebee’s Advertising Fees will be transferred by the Manager from the Applebee’s Concentration Account to the Applebee’s applicable Advertising Fund Account. The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against the Advertising Fund Accounts or the funds therein. The Manager shall apply the amount on deposit in each Advertising Fund Account solely to cover (a) the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP applicable Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP applicable Franchise Agreements, and (c) costs and expenses related to the national and local marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund Account, disbursements with respect to local advertising cooperatives with respect to the IHOP BrandBranded Restaurants. The Manager may make advances to fund deficits in the Advertising Fund Accounts from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute Manager Advances. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standard.

Advertising Funds. The Manager will shall maintain an account designated as the “IHOP Advertising Fund Account” twelve accounts in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-applicable Canadian Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account Entity designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Canadian Advertising Fund Accounts”) ” for advertising payments due to the applicable Service Recipients in respect of the CARSTAR Brand, the Maaco Brand, the Meineke Brand, the Pro Oil Brand, Take 5 Brand, the Go Glass Brand and Star Auto Glass Brand in Canada, and may in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities future create new Advertising Fund Accounts from time to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”)time. Any IHOP Advertising Fees will be paid directly, or transferred by the Manager from the IHOP Canadian Concentration Account to the IHOP applicable Canadian Advertising Fund AccountAccount (other than any Maaco Net Advertising Commissions in the United States, and any Applebee’s which will constitute Collections); provided that Advertising Fees related to national and/or local cooperative advertising funds (the “Advertising Co-op Funds”) administered by an unaffiliated third party designee of Parent DBI (which shall include, without limitation, local advertising cooperatives and cooperatives established by international franchise associations) will be transferred by the Manager from the Applebee’s Concentration Account paid directly to the Applebee’s applicable Advertising Co-op Fund and will not be deposited into the applicable Canadian Advertising Fund AccountAccounts. The Manager shall will not make or permit or cause any other Person to make or permit any borrowings to be made or Liens liens to be levied against the applicable Canadian Advertising Fund Accounts or the funds therein, except in connection with reimbursements for advances made by the Manager to fund deficits therein. The Manager shall will apply the amount on deposit in each the applicable Canadian Advertising Fund Account Accounts, and in respect of the Advertising Co-op Funds shall use commercially reasonable efforts to ensure that the amounts on deposit are applied, solely to cover (a) the costs and expenses (including including, in each case, costs and expenses incurred prior to the Series 2020-1 Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general account and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund AccountCanadian SPV Franchising Entities, disbursements with respect to local advertising cooperatives with respect to the IHOP Brandincluding reimbursement for advances. The Manager may make advances to the applicable Canadian Securitization Entity to fund deficits in the applicable Canadian Advertising Fund Accounts or the Advertising Co-op Funds from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall will not constitute Manager Advances. Such advances may be reimbursed from future Advertising Fees payable by Franchisees or from future deposits in the applicable Canadian Advertising Fund Accounts. The Manager, acting on behalf of each of the Canadian Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses applicable franchise agreement with Franchisees and the Management this Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standardapplicable franchise agreements.”

Advertising Funds. The Manager will administer the Ad Fund Program (the “Ad Fund Services”) for the Securitization Entities. The Manager will cause the Ad Fund Administrator or the U.K. Sub-Manager, as the case may be, to maintain an account one or more accounts designated as the “IHOP Advertising Fund AccountAccounts” in the name of the Manager (Ad Fund Administrator or a Subsidiary thereof) the U.K. Sub-Manager, as the case may be, for fees Advertising Fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Advertising Fund Accounts”) in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”)Brands. Any IHOP Advertising Fees deposited into a Concentration Account will be transferred by the Manager from the IHOP a Concentration Account to the IHOP Advertising Fund Account, and any Applebee’s Advertising Fees will be transferred by the Manager from the Applebee’s Concentration Account to the Applebee’s appropriate Advertising Fund Account. The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against the Advertising Fund Accounts or the funds therein. The Manager Ad Fund Administrator shall apply the amount amounts on deposit in each the Advertising Fund Account Accounts solely to cover (a) the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand Brand, (c) payments to SVC for the payment of unreimbursed SVC Administration Expenses and (d) in the case of the IHOP Advertising Fund Account, disbursements with respect to local advertising cooperatives with respect reimbursements to the IHOP BrandManager for Ad Fund Manager Advances. The Manager may make advances to fund deficits All Investment Income earned on amounts on deposit in the Advertising Fund Accounts from time to time to shall be for the extent that it reasonably expects to be reimbursed for such advances from benefit of the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute Manager AdvancesFranchise Holders. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses Agreements and the Management this Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively(including Company-owned PODs), pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses Agreements and the Management this Agreement and in accordance with the Managing Standard. The Manager may appoint any Sub-Manager to maintain and administer an Advertising Fund Account.

Advertising Funds. The Manager will shall maintain an account nine accounts, each designated as the an “IHOP Advertising Fund Account” for advertising payments due to the applicable Service Recipients in respect of the Meineke Brand, Maaco Brand, Econo Lube Brand, Merlin Brand, 1-800-Radiator Brand, Carstar Brand, Take 5 Brand, ABRA Brand and Fix Auto Brand, and may in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s future create new Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Advertising Fund Accounts”) in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities Accounts from time to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”)time. Any IHOP Advertising Fees will be paid directly, or transferred by the Manager from the IHOP U.S. Concentration Account to the IHOP applicable Advertising Fund AccountAccount (other than any Maaco Net Advertising Commissions in the United States, and any Applebee’s which will constitute Collections); provided that Advertising Fees related to national and/or local cooperative advertising funds (the “Advertising Co-op Funds”) administered by an unaffiliated third party designee of Parent DBI (which shall include, without limitation, local advertising cooperatives and cooperatives established by international franchise associations) will be transferred by the Manager from the Applebee’s Concentration Account paid directly to the Applebee’s applicable Advertising Co-op Fund and will not be deposited into the applicable Advertising Fund AccountAccounts. The Manager shall will not make or permit or cause any other Person to make or permit any borrowings to be made or Liens liens to be levied against the applicable Advertising Fund Accounts or the funds therein, except in connection with reimbursements for advances made by the Manager to fund deficits therein. The Manager shall will apply the amount on deposit in each the applicable Advertising Fund Account Accounts, and in respect of the Advertising Co-op Funds shall use commercially reasonable efforts to ensure that the amounts on deposit are applied, solely to cover (a) the costs and expenses (including including, in each case, costs and expenses incurred prior to the Series 2018-1 Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general account and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund AccountSPV Franchising Entities, disbursements with respect to local advertising cooperatives with respect to the IHOP Brandincluding reimbursement for advances. The Manager may make advances to fund deficits in the applicable Advertising Fund Accounts or the Advertising Co-op Funds from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall will not constitute Manager Advances. Such advances may be reimbursed from future Advertising Fees payable by Franchisees or from future deposits in the applicable Advertising Fund Accounts. The Manager, acting on behalf of each of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses applicable franchise agreement with Franchisees and the Management this Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standardapplicable franchise agreements.”

Advertising Funds. The Manager will shall maintain an account ninemaintains ten (10) accounts, each designated as the an “IHOP U.S. Advertising Fund Account” for advertising payments due to the applicable Service Recipients in respect of the Meineke Brand, Maaco Brand, Econo Lube Brand, Merlin Brand, 1-800-Radiator Brand, CarstarCARSTAR Brand, Take 0 Xxxxx, Xxxxx X Style Brand, ABRA Brand and Fix Auto Brand, each in the name of United States, and may in the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s future create new U.S. Advertising Fund Account” (and together with the IHOP Accounts from time to time. Advertising Fund Account referenced above, the “Advertising Fund Accounts”) Fees in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”). Any IHOP Advertising Fees United States will be paid directly, or transferred by the Manager from the IHOP U.S. Concentration Account to the IHOP applicable U.S. Advertising Fund AccountAccount (other than any Maaco Net Advertising Commissions in the United States, and any Applebee’s which will constitute Collections); provided that Advertising Fees related to national and/or local cooperative advertising funds (the “Advertising Co-op Funds”) administered by an unaffiliated third party designee of DBI (which shall include, without limitation, local advertising cooperatives and cooperatives established by international franchise associations) will be transferred by the Manager from the Applebee’s Concentration Account paid directly to the Applebee’s applicable Advertising Co-op Fund and will not be required to be deposited into the applicable Advertising Fund AccountAccounts. The Manager shall will not make or permit or cause any other Person to make or permit any borrowings to be made or Liens liens to be levied against the applicable U.S. Advertising Fund Accounts or the funds therein, except in connection with reimbursements for advances made by the Manager to fund deficits therein. The Manager shall will apply the amount amountamounts on deposit in each the applicable Advertising Fund Account Accounts, and in respect of the Advertising Co-op Funds shall use commercially reasonable efforts to ensure that the amounts on deposit are applied, solely to cover (a) the costs and expenses (including including, in each case, costs and expenses incurred prior to the Series 2018-1 Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general account and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund AccountSPV Franchisingapplicable Securitization Entities, disbursements with respect to local advertising cooperatives with respect to the IHOP Brandincluding reimbursement for advances. The Manager may make advances to fund deficits in the applicable Advertising Fund Accounts or the Advertising Co-op Funds from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall will not constitute Manager Advances. Such advances may be reimbursed from future Advertising Fees payable by Franchisees or from future deposits in the applicable Advertising Fund Accounts. The Manager, acting on behalf of each of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses applicable franchise agreement with Franchisees and the Management this Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standardapplicable franchise agreements.

Advertising Funds. The Manager will administer the Ad Fund Program (the “Ad Fund Services”) for the Securitization Entities. The Manager will cause the Ad Fund Administrator and from time to time may cause one or more other Sub-Managers or the U.K. Sub-Manager, as the case may be, to maintain an account one or more accounts designated as the “IHOP Advertising Fund AccountAccounts” in the name of the Manager (Ad Fund Administrator or a Subsidiary thereof) the U.K. other applicable Sub-Manager, as the case may be, for fees Advertising Fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Advertising Fund Accounts”) in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”)Brands. Any IHOP Advertising Fees deposited into a Concentration Account will be transferred by the Manager from the IHOP a Concentration Account to the IHOP Advertising Fund Account, and any Applebee’s Advertising Fees will be transferred by the Manager from the Applebee’s Concentration Account to the Applebee’s appropriate Advertising Fund Account. The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against the Advertising Fund Accounts or the funds therein. The Manager or the applicable Sub-Manager Ad Fund Administrator shall apply the amount amounts on deposit in each the Advertising Fund Account Accounts solely to cover (a) the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand Brand, (c) payments to SVC for the payment of unreimbursed SVC Administration Expenses and (d) in the case of the IHOP Advertising Fund Account, disbursements with respect to local advertising cooperatives with respect reimbursements to the IHOP BrandManager for Ad Fund Manager Advances. The Manager may make advances to fund deficits All Investment Income earned on amounts on deposit in the Advertising Fund Accounts from time to time to shall be for the extent that it reasonably expects to be reimbursed for such advances from benefit of the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute Manager AdvancesFranchise Holders. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses Agreements and the Management this Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively(including Company-owned PODs), pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses Agreements and the Management this Agreement and in accordance with the Managing Standard. The Manager may appoint any Sub-Manager to maintain and administer an Advertising Fund Account.”

Advertising Funds. The Manager will shall maintain an account seven accounts designated as the “IHOP Advertising Fund Account” in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Advertising Fund Accounts”) ” for advertising payments in respect of the Meineke Brand, Maaco Brand, Econo Lube Brand, Merlin Brand, 1-800-Radiator Brand, Carstar Brand and Take 5 Brand, and may in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities future create new Advertising Fund Accounts from time to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”)time. Any IHOP Advertising Fees will be transferred by the Manager from the IHOP Concentration Account to the IHOP applicable Advertising Fund AccountAccount (other than any Maaco Net Advertising Commissions, and any Applebee’s which will constitute Collections); provided that Advertising Fees related to national and/or local cooperative advertising funds (the “Advertising Co-op Funds”) administered by an unaffiliated third party designee of Parent (which shall include, without limitation, local advertising cooperatives and cooperatives established by international franchise associations) will be transferred by the Manager from the Applebee’s Concentration Account paid directly to the Applebee’s applicable Advertising Co-op Fund and will not be deposited into the Advertising Fund AccountAccounts. The Manager shall will not make or permit or cause any other Person to make or permit any borrowings to be made or Liens liens to be levied against the Advertising Fund Accounts or the funds therein, except in connection with reimbursements for advances made by the Manager to fund deficits therein. The Manager shall will apply the amount on deposit in each the Advertising Fund Account Accounts, and in respect of the Advertising Co-op Funds shall use commercially reasonable efforts to ensure that the amounts on deposit are applied, solely to cover (a) the costs and expenses (including including, in each case, costs and expenses incurred prior to the Series 2018-1 Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general account and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund AccountSPV Franchising Entities, disbursements with respect to local advertising cooperatives with respect to the IHOP Brandincluding reimbursement for advances. The Manager may make advances to fund deficits in the Advertising Fund Accounts or the Advertising Co-op Funds from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall will not constitute Manager Advances. Such advances may be reimbursed from future Advertising Fees payable by Franchisees or from future deposits in the Advertising Fund Accounts. The Manager, acting on behalf of each of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses applicable franchise agreement with Franchisees and the Management this Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standardapplicable franchise agreements.

Advertising Funds. The Manager has established and will maintain an account one or more accounts, each designated as the an “IHOP Advertising Fund Account” in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s Advertising Fund Account” (and together with the any IHOP Advertising Fund Account Accounts referenced above, the “Advertising Fund Accounts”) in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”). Any IHOP Advertising Fees paid by IHOP Franchisees will be transferred by the Manager from the IHOP Concentration Account to the applicable IHOP Advertising Fund Account or may be paid directly by IHOP Franchisees to the applicable IHOP Advertising Fund Account, and any Applebee’s Advertising Fees will be transferred by the Manager from the Applebee’s Concentration Account to the applicable Applebee’s Advertising Fund Account or may be paid directly by Applebee’s Franchisees to the applicable the Applebee’s Advertising Fund Account. The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against the Advertising Fund Accounts or the funds therein. The Manager shall apply the amount on deposit in each Advertising Fund Account solely to cover (a) the costs and expenses (including costs and expenses incurred prior to the Series 2023-1 Closing Date) associated with the administration of such account, (b) in the case of the an IHOP Advertising Fund Account, general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the an IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand and (d) in the case of the an IHOP Advertising Fund Account, disbursements with respect to local advertising cooperatives with respect to the IHOP Brand. The Manager may make advances to fund deficits in the Advertising Fund Accounts from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute Manager Advances. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management this Agreement, as applicable, increase or reduce decrease the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management this Agreement and in accordance with the Managing Standard.

Advertising Funds. The Manager will may, but shall not be required to, maintain advertising fund accounts (each, an account designated as the “IHOP Advertising Fund Account” ”) in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP each Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Advertising Fund Accounts”) in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”). Any IHOP Advertising Fees will received in the Concentration Account shall be transferred by the Manager from the IHOP Concentration Account to the IHOP Advertising Fund Account, and any Applebee’s Advertising Fees will be transferred by the Manager from the Applebee’s Concentration Account to the Applebee’s applicable Advertising Fund Account. The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be made or Liens to be levied against the Advertising Fund Accounts or the funds therein. The Manager shall apply the amount on deposit in each Advertising Fund Account solely to cover (a) the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP applicable Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP applicable Franchise Agreements, and (c) costs and expenses related to the national and local marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund Account, disbursements with respect to local advertising cooperatives with respect to the IHOP Brand. The Manager may make advances to fund deficits in the Advertising Fund Accounts from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall not constitute Manager Advances. The Manager, acting on behalf of the Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standard.

Advertising Funds. The Manager will shall maintain an account designated as the “IHOP Advertising Fund Account” twelve accounts in the name of the Manager (or a Subsidiary thereof) for fees payable by IHOP Franchisees and Non-applicable Canadian Securitization Entities to fund the national marketing and advertising activities and local advertising cooperatives with respect to the IHOP Brand (“IHOP Advertising Fees”). In addition, the Manager will maintain an account Entity designated as the “Applebee’s Advertising Fund Account” (and together with the IHOP Advertising Fund Account referenced above, the “Canadian Advertising Fund Accounts”) ” for advertising payments due to the applicable Service Recipients in respect of the CARSTAR Brand, the Maaco Brand, the Meineke Brand, the Pro Oil Brand, Take 5 Brand, the Go Glass Brand and the Star Auto Glass Brand in Canada, and may in the name of the Manager (or a Subsidiary thereof) for fees payable by Applebee’s Franchisees and Non-Securitization Entities future create new Advertising Fund Accounts from time to fund the national marketing and advertising activities with respect to the Applebee’s Brand (“Applebee’s Advertising Fees” and together with the IHOP Advertising Fees, the “Advertising Fees”)time. Any IHOP Advertising Fees will be paid directly, or transferred by the Manager from the IHOP Canadian Concentration Account to the IHOP applicable Canadian Advertising Fund Account, and any Applebee’s ; provided that Advertising Fees related to national and/or local cooperative advertising funds (the “Advertising Co-op Funds”) administered by an unaffiliated third party designee of Parent (which shall include, without limitation, local advertising cooperatives and cooperatives established by international franchise associations) will be transferred by the Manager from the Applebee’s Concentration Account paid directly to the Applebee’s applicable Advertising Co-op Fund and will not be deposited into the applicable Canadian Advertising Fund AccountAccounts. The Manager shall will not make or permit or cause any other Person to make or permit any borrowings to be made or Liens liens to be levied against the applicable Canadian Advertising Fund Accounts or the funds therein, except in connection with reimbursements for advances made by the Manager to fund deficits therein. The Manager shall will apply the amount on deposit in each the applicable Canadian Advertising Fund Account Accounts, and in respect of the Advertising Co-op Funds shall use commercially reasonable efforts to ensure that the amounts on deposit are applied, solely to cover (a) the costs and expenses (including including, in each case, costs and expenses incurred prior to the Series 2020-1 Closing Date) associated with the administration of such account, (b) in the case of the IHOP Advertising Fund Account, general account and administrative expenses incurred by the Manager in respect of marketing and advertising activities for the IHOP Brand to the extent reimbursable from the IHOP Advertising Fees in accordance with the IHOP Franchise Agreements, (c) costs and expenses related to the national marketing and advertising programs with respect to the applicable Brand and (d) in the case of the IHOP Advertising Fund AccountCanadian SPV Franchising Entities, disbursements with respect to local advertising cooperatives with respect to the IHOP Brandincluding reimbursement for advances. The Manager may make advances to the applicable Canadian Securitization Entity to fund deficits in the applicable Canadian Advertising Fund Accounts or the Advertising Co-op Funds from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Advertising Fees, it being agreed that any such advances shall will not constitute Manager Advances. Such advances may be reimbursed from future Advertising Fees payable by Franchisees or from future deposits in the applicable Canadian Advertising Fund Accounts. The Manager, acting on behalf of each of the Canadian Securitization Entities, may in accordance with the Managing Standard and the terms of the Franchise Agreements, the Company Restaurant Licenses applicable franchise agreement with Franchisees and the Management this Agreement, as applicable, increase or reduce the Advertising Fees required to be paid by the Franchisees and Company Restaurants, respectively, pursuant to the terms of the Franchise Agreements, the Company Restaurant Licenses and the Management Agreement and in accordance with the Managing Standardapplicable franchise agreements.