Exhibit 10.2

     

   
   

    

   
  

    
    EXECUTIVE VERSION

    

    

    

    

    

    FIRST AMENDMENT

    Dated as of February 11, 2022

        to the

      Management Agreement

    Dated as of July 8, 2019

    between

    Jack in the Box Funding, LLC

    as Master Issuer

    The other Securitization Entities Party

    Hereto from Time to Time

    

    

    Jack in the Box Inc.

    as the Manager

    and

    Citibank, N.A.

    as the Trustee

    
      
        


    

    FIRST AMENDMENT TO MANAGEMENT AGREEMENT

    FIRST AMENDMENT, dated as of February 11, 2022 (this “First Amendment”),



      to the Management Agreement, dated as of July 8, 2019, is by and among JACK IN THE BOX FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”), JACK IN THE BOX
      SPV GUARANTOR, LLC, a Delaware limited liability company (“Holding Company Guarantor”), DIFFERENT RULES, LLC, a Delaware limited liability company (“Franchisor”), JACK IN THE BOX PROPERTIES, LLC, a Delaware limited liability company (“JIB Properties”, together with Franchisor
      and Holding Company Guarantor, the “Guarantors,” and the Guarantors and the Master Issuer, the “Securitization
          Entities”), JACK IN THE BOX INC., a Delaware corporation (the “Manager”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).

    PRELIMINARY STATEMENT

    WHEREAS, the Master Issuer, the Guarantors, the Manager and the Trustee entered into the Management Agreement, dated as of July 8, 2019
      (the “Management Agreement”);

    WHEREAS, Section 8.3 of the Management Agreement provides that
      the parties thereto may amend, supplement, waive or otherwise modify the Management Agreement with the written consent of the parties thereto and in accordance with the additional requirements set forth in the Base Indenture.

    WHEREAS, Section 13.08 of the Base Indenture provides, among
      other things, that the Master Issuer, with the written consent of the Control Party and subject to the other provisions of Section 13.08, may amend or modify any Related
      Document;

    WHEREAS, the Securitization Entities and the Manager have each duly authorized the execution and delivery of this First Amendment;

    WHEREAS, the Control Party is willing to provide its written consent (in accordance with the terms and conditions of the Base Indenture) to the execution of
      this First Amendment and;

    

    

    WHEREAS, the Securitization Entities and the Manager wish to amend the Management Agreement as set forth herein.

    NOW, THEREFORE, in consideration of the provisions, covenants and the mutual agreements herein contained, the parties hereto agree as
      follows:

    ARTICLE I

      DEFINITIONS

    Unless otherwise defined herein, all capitalized terms used herein (including in the preamble and the recitals hereto) shall have the
      meanings assigned to such terms in the Management Agreement or the Base Indenture Definitions List attached to the Base Indenture as Annex A thereto (the “Base Indenture Definitions List”),



      as applicable.

    
      
        


    

    
    ARTICLE II

      AMENDMENTS

    Section 2.1. The Management Agreement is being amended by (i) deleting the stricken text (indicated in the same manner as the following example: stricken text) and adding the inserted text (indicated in the same manner as the following example: inserted text)
        as set forth on the pages of the draft Management Agreement attached hereto as Exhibit A.

    ARTICLE III

      GENERAL

    Section 3.1. Conditions to Effectiveness. The provisions of this First Amendment shall be effective upon execution and delivery of this
        instrument by the parties hereto, with the consent of the Control Party and the delivery of the officer’s certificate and Opinion of Counsel described in Section 14.03 of the
        Base Indenture.

    Section 3.2. Effect on Management Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3.1 hereto, upon the date hereof (i) the Management Agreement shall be amended in accordance herewith, (ii) this First Amendment shall form part of the Management Agreement
        for all purposes and (iii) the parties shall be bound by the Management Agreement, as so amended. Except as expressly set forth or contemplated in this First Amendment, the terms and conditions of the Management Agreement shall remain in place and
        shall not be altered, amended or changed in any manner whatsoever, except by any further amendment to the Management Agreement made in accordance with the terms of the Management Agreement, as amended by this First Amendment.

    Section 3.3. Binding Effect. This First Amendment shall inure to the benefit of and be binding on the respective successors and assigns of
        the parties hereto.

    Section 3.4. Counterparts. This First Amendment may be executed in any number of counterparts, each of which so executed shall be deemed
        to be an original, but all of such counterparts shall together constitute but one and the same instrument.

    Section 3.5. Governing Law. THIS FIRST AMENDMENT SHALL BE
          GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

    Section 3.6. Electronic Signatures and Transmission. For purposes of this Amendment, any reference to “written” or “in writing” means any
        form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission. “Electronic Transmission” means any form of communication not directly involving
        the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved
        and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. The Trustee is authorized to accept written instructions, directions, reports, notices or other communications
        delivered by Electronic Transmission and shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by Electronic Transmission is, in fact, a
        Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission, and the Trustee shall not have any liability for any losses,
        liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information to the Trustee, including, without
        limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties (except to the extent such action results from gross
        negligence, willful misconduct or fraud by the Trustee). Any requirement in the Management Agreement that a document is to be signed or authenticated by “manual signature” or similar language shall not be deemed to prohibit signature to be by
        facsimile or electronic signature and shall not be deemed to prohibit delivery thereof by Electronic Transmission. Notwithstanding anything to the contrary in this Amendment, any and all communications (both text and attachments) by or from the
        Trustee that the Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic Transmission will be encrypted. The recipient of the Electronic Transmission will be required to complete
        a one-time registration process.

    
      2

      
        


    

    
    Section 3.7. Amendments. This First Amendment may not be modified or amended except in accordance with the terms of the Management
        Agreement.

    Section 3.8. Trustee and Securities Intermediary. The Trustee and the Securities Intermediary assume no responsibility for the correctness
        of the recitals contained herein, which shall be taken as the statements of the Master Issuer and neither the Trustee nor the Securities Intermediary shall be responsible or accountable in any way whatsoever for or with respect to the validity,
        execution or sufficiency of this First Amendment and makes no representation with respect thereto.  In entering into this First Amendment, the Trustee and the Securities Intermediary shall be entitled to the benefit of every provision of the
        Management Agreement relating to the conduct of or affecting the liability of or affording protection to the Trustee or the Securities Intermediary.

    ARTICLE IV

      REPRESENTATIONS AND WARRANTIES

    Each party hereto represents and warrants to each other party hereto that this First Amendment has been duly and validly executed and
      delivered by such party and constitutes its legal, valid and binding obligation, enforceable against such party in accordance with its terms.

    [Remainder of Page Intentionally Left Blank]

    
      3

      
        


    

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and
      year first above written.

     

    

    
      	 	JACK IN THE BOX INC., 
	 	a Delaware corporation, as Manager 
	 	 	 
	 	 	 
	 	By: 

            	/s/ Michael J. Snider 
	 	Name:  

            	Michael J. Snider 

            
	 	Title: 

            	Assistant Secretary 

            
	 	 	 
	 	 	 
	 	
              JACK IN THE BOX FUNDING, LLC,

              a Delaware limited liability company, as Master Issuer 

            
	 	 	 
	 	 	 
	 	By: 

            	/s/ Michael J. Snider 
	 	Name:  

            	Michael J. Snider  
	 	Title: 

            	Assistant Secretary 


    

    
       

      

      	 	JACK IN THE BOX SPV GUARANTOR, LLC,
	 	a Delaware limited liability company,

              as a Securitization Entity
	 	 	 
	 	 	 
	 	By: 

            	/s/ Michael J. Snider 
	 	Name:  

            	Michael J. Snider 

            
	 	Title: 

            	Assistant Secretary 

            


      

      

      
         

        

        Signature Page to First Amendment to Management Agreement

        
          
            


        

      

      

      

      	 	
              DIFFERENT RULES, LLC,

              a Delaware limited liability company,

                  as a Securitization Entity 

            
	 	 	 
	 	 	 
	 	By: 

            	/s/ Michael J. Snider 
	 	Name:  

            	Michael J. Snider  
	 	Title: 

            	Assistant Secretary 


    

    

    

    

    	 	JACK IN THE BOX PROPERTIES, LLC,
	 	a Delaware limited liability company,

            as a Securitization Entity
	 	 	 
	 	 	 
	 	By: 

          	/s/ Michael J. Snider 
	 	Name:  

          	Michael J. Snider 

          
	 	Title: 

          	Assistant Secretary 

          


    

    

    

    

    Signature Page to First Amendment to Management Agreement

      

    

    
      
        


    

     

    

    	 	CITIBANK, N.A., not in its individual capacity, but

              solely as Trustee
	 	 	 
	 	 	 
	 	By: 

          	/s/ Jacqueline Suarez
	 	Name:  

          	Jacqueline Suarez
	 	Title: 

          	Senior Trust Officer


    

    

    

    

    Signature Page to First Amendment to Management Agreement

    
      
        


    

    

    CONSENT OF CONTROL PARTY AND

      CONTROLLING CLASS REPRESENTATIVE:

    In accordance with Section 2.4 of the Servicing Agreement,

    Midland Loan Services, a division of PNC Bank, National

    Association, as Control Party and in its capacity as Control Party to

    exercise the rights of the Controlling Class Representative

    (pursuant to Section 11.01(a) of the Base

    Indenture), hereby consents to the execution and delivery by the

    Securitization Entities, the Manager and the Trustee of

    this First Amendment to the Management Agreement.

    

    

    MIDLAND LOAN SERVICES,

      A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

      

    

    	By: 

          	/s/ David A. Eckels

             	 
	 	Name:  David A. Eckels

          	 
	 	Title:  Senior Vice President 

          	 


     

    

     

    

    Signature Page to First Amendment to Management Agreement 

    
      
        


    

     

    

     

    

    EXHIBIT A

    

    

    FORM OF AMENDED MANAGEMENT AGREEMENT

    
      
        


    

     

    

    CONFORMED VERSION

    THROUGH FIRST AMENDMENT, DATED FEBRUARY 11, 2022

    

    

    Dated as of July 8, 2019

    Management Agreement

    

    

    between

    Jack in the Box Funding, LLC

    as Master Issuer

    The other Securitization Entities Party

    Hereto from Time to Time

    

    

    Jack in the Box Inc.

    as the Manager

    and

    Citibank, N.A.

    as the Trustee

    
      
        


    

    
    Table of Contents

    

     

        

    	 	 	 Page
	 	 	 
	Article I
                Definitions 

          	2 

          
	Section 1.1 

          	
            Certain Definitions

          	 2
	Section 1.2 

          	
            Other Defined Terms

          	 13
	Section 1.3 

          	
            Other Terms

          	 13
	Section 1.4 

          	
            Computation of Time Periods

          	 13
	 	 	 
	Article II Administration and
                Servicing of Securitized Assets  

          	 13
	Section 2.1 

          	Jack in the Box to Act as Manager 

          	 13
	Section 2.2 

          	Accounts 

          	 15
	Section 2.3 

          	
            Records

          	 19
	Section 2.4 

          	Administrative Duties of Manager

          	 17
	Section 2.5

          	No Offset 

          	1819 

          
	Section 2.6 

          	Compensation and Expenses 

          	 1819
	Section 2.7 

          	Indemnification 

          	 19
	Section 2.8 

          	Nonpetition Covenant

          	 21
	Section 2.9 

          	Franchisor Consent
            

          	 21
	Section 2.10 

          	Appointment of Sub‐managers

          	 21
	Section 2.11 

          	Insurance/Condemnation Proceeds 

          	 2122
	Section 2.12 

          	Permitted Asset Dispositions

          	 22
	Section 2.13 

          	Letter of Credit Reimbursement Agreement

          	 22
	Section 2.14

          	
            Manager Advances

          	 22


    

    

    	Article III Statements and Reports  

          	2223

          
	Section 3.1 

          	
            
              Reporting by the Manager

            

          	 2223
	Section 3.2 

          	
            
              Appointment of Independent Auditor

            

          	 24
	Section 3.3 

          	
            
              Annual Accountants’ Reports

            

          	 24
	Section 3.4 

          	
            
              Available Information

            

          	 2425
	 	 	 
	Article IV The Manager 	 25
	Section 4.1 

          	Representations and Warranties Concerning the
                Manager 	 25
	Section 4.2 

          	Existence; Status as Manager 	27
	Section 4.3 

          	
            Performance of Obligations

          	 2728
	Section 4.4 

          	Merger and Resignation 	 3132
	Section 4.5

          	Notice of Certain Events 	32

          
	Section 4.6 

          	Capitalization 	 33
	Section 4.7 

          	Maintenance of Separateness 	 33


    

    	Article V
                Representations, Warranties and Covenants  

          	 34
	Section 5.1 

          	
            
              Representations and Warranties Made in Respect of New Assets

            

          	 34
	Section 5.2 

          	Assets Acquired After the
                Closing Date 	 36
	Section 5.3 

          	Securitization IP 	 3637
	Section 5.4  	
            
              Required Consent Agreements and Supply Agreements

            

          	 37
	Section 5.55.4 	Allocated Note Amount 	 37
	Section 5.65.5 	Specified Non‐Securitization Debt Cap
          	 37
	Section 5.75.6 	
            Competition

          	 37
	Section 5.85.7 

          	Restrictions on Liens

          	 38


    

    

    
      (i)

      
        


    

    

    	Article VI
                Manager Termination Events  	 38
	Section 6.1 

          	
            
              
                Manager Termination Events

              

            

          	 38
	Section 6.2 

          	Manager Termination Event
                Remedies 	 40
	Section 6.3 

          	Manager’s Transitional Role 	 40

          
	Section 6.4

          	Intellectual Property	 41
	Section 6.5 	Third Party Intellectual Property 	 4142
	Section 6.6 	No Effect on Other Parties 	4142
	Section 6.7 	
            Rights Cumulative

          	42

          


    
       

      

      	Article VII
                  Confidentiality	 42
	Section 7.1 

            	
              
                
                  
                    Confidentiality

                  

                

              

            	 42
	 	 	 
	Article VIII
                  Miscellaneous Provisions  

            	 43
	Section 8.1 

            	
              Termination of Agreement

            	 43
	Section 8.2 

            	
              Survival

            	 4344
	Section 8.3

            	
              Amendment

            	 4344
	Section 8.4 	
              Governing Law

            	 4344
	Section 8.5 	
              Notices

            	4344
	Section 8.6 	
              
                Acknowledgement

              

            	44

            


    

    
      
        	Section 8.7 

              	
                Severability of Provisions

              	 4445
	Section 8.8 

              	
                Delivery Dates

              	4445
	Section 8.9

              	
                Limited Recourse

              	4445
	Section 8.10 	
                Binding Effect; Assignment; Third Party Beneficiaries

              	 45
	Section 8.11 	
                Article and Section Headings

              	45

              
	Section 8.12 	
                
                  Concerning the Trustee

                

              	45

              


      

    

    	Section 8.13 

          	
            Counterparts

          	 45
	Section 8.14 

          	
            Entire Agreement

          	 45

          
	Section 8.15

          	
            Waiver of Jury Trial; Jurisdiction; Consent to Service of Process

          	4546
	Section 8.16 	
            Joinder of Additional Securitization Entities

          	 4546


    

    Exhibit A‐1 – Power of Attorney For Franchisor

    Exhibit A‐2 – Power of Attorney For Securitization Entities

    Exhibit A-3 – Power of Attorney For Additional Securitization Entity

    Exhibit B – Form of Additional Securitization Entity Joinder Agreement

    Schedule 2.1(f) – Manager Insurance

    
      (ii)

      
        


    

    

    

    MANAGEMENT AGREEMENT

    This MANAGEMENT AGREEMENT, dated as of July 8, 2019 (as the same may be amended, supplemented or otherwise modified from time to time in
      accordance with the terms hereof, this “Agreement”), is entered into by and among JACK IN THE BOX FUNDING, LLC, a Delaware limited liability company (the “Master Issuer”), JACK IN THE BOX SPV GUARANTOR, LLC, a Delaware limited liability company (together with its successors and assigns, the “Holding Company Guarantor”), DIFFERENT RULES, LLC, a Delaware limited liability company (together with its successors and assigns, the “Franchisor”),



      JACK IN THE BOX PROPERTIES, LLC, a Delaware limited liability company (together with its successors and assigns, “JIB Properties”) and each Additional Securitization Entity that
      shall join this Agreement pursuant to Section 8.16Section 8.16 hereof (each, a “Securitization Entity” and, together with the Holding Company Guarantor, the Franchisor and JIB Properties, the “Guarantors” and, together
      with the Master Issuer, the “Securitization Entities”), JACK IN THE BOX INC., a Delaware corporation, as Manager (in its individual capacity and as Manager, together with its
      successors and assigns, “Jack in the Box”) and CITIBANK, N.A., a national banking association, not in its individual capacity but solely as the indenture trustee (together with
      its successor and assigns, the “Trustee”).  Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms or incorporated by
      reference in Annex A to the Base Indenture (as defined below).

    RECITALS

    WHEREAS, the Master Issuer has entered into the Base Indenture, dated as of the date hereof, with the Trustee (as amended, restated,
      supplemented, or otherwise modified from time to time in accordance with the terms thereof, exclusive of any Series Supplements, the “Base Indenture” and, together with all
      Series Supplements, the “Indenture”), pursuant to which the Master Issuer issued the Series 2019-1 Variable Funding Senior Notes, Class A‐1 and the Series 2019-1 Senior Notes,
      Class A‐2 and may issue additional series of notes from time to time (collectively, the “Notes”) on the terms described therein;

    WHEREAS, the Master Issuer has granted to the Trustee on behalf of the Secured Parties a Lien in the Collateral owned by it pursuant to
      the terms of Indenture, subject to Collateral Exclusions;

    WHEREAS, the Guarantors have guaranteed the obligations of the Master Issuer under the Indenture, the Notes and the other Related
      Documents and have granted to the Trustee on behalf of the Secured Parties a Lien in the Collateral owned by each of them pursuant to the terms of the Guarantee and Collateral Agreement dated as of the date hereof (as the same may be amended,
      restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Guarantee and Collateral Agreement”);

    WHEREAS, from and after the date hereof, all New Assets shall be originated or acquired by the Securitization Entities following the
      Closing Date;

    WHEREAS, each of the Securitization Entities desires to engage the Manager, and each of the Securitization Entities desires to have the
      Manager enforce such Securitization Entity’s rights and powers and perform such Securitization Entity’s duties and obligations under the Managed Documents (as defined below) and the Related Documents to which it is party in accordance with the
      Managing Standard (as defined below);

    WHEREAS, each of the Securitization Entities desires to have the Manager enter into certain agreements and acquire certain assets from
      time to time on such Securitization Entity’s behalf, in each case in accordance with the Managing Standard;

    
      
        


    

    
    WHEREAS, each of the Securitization Entities desires to appoint the Manager as its agent for, among other things, providing comprehensive
      Intellectual Property services, including developing, filing for registration, clearance, maintenance, protection, enforcement, licensing, and recording transfers of the Securitization IP in accordance with the Managing Standard and as provided in
      Section 2.1(c) and Section 4.3(b);

    WHEREAS, each of the Securitization Entities desires to enter into this Agreement to provide for, among other things, the managing of the
      respective rights, powers, duties and obligations of the Securitization Entities under or in connection with the Securitized Assets and the Related Documents, all in accordance with the Managing Standard; and

    WHEREAS, the Manager desires to enforce such rights and powers and perform such obligations and duties, all in accordance with the
      Managing Standard.

    NOW THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:

    ARTICLE I

        

      DEFINITIONS

    Section 1.1            Certain Definitions.  For all purposes of this Agreement, capitalized terms used herein but not otherwise defined
        herein shall have the meanings ascribed thereto in Annex A to the Base Indenture.  In addition, the following terms shall have the following meanings:

     “Advance Interest Rate” means a rate equal to the Prime Rate plus 3.0% per annum.

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

     “Annual Accountants’ Report” has the meaning set forth in Section 3.3.

     “Base Indenture” has the meaning set forth in the recitals.

     “Cash Collateralized Letters of Credit” means any letter of credit that is 100% cash collateralized.

     “Change in Management” shall occur if more than 50% of the Leadership Team is terminated and/or resigns within 12 months after the date of the occurrence of a Change of Control; provided, in each case, that termination and/or resignation of such officer will not include (i) a change in such officer’s status in the ordinary course of succession so long as such officer remains
        affiliated with Jack in the Box Inc. or its Subsidiaries as an officer or director, or in a similar capacity, (ii) retirement of any officer or (iii) death or incapacitation of any officer.

     “Change of Control” means an event or a series of events by which:

    
      
        (a) individuals who on the date hereof constituted the Board of
          Directors of Jack in the Box Inc., together with any new directors whose election by the Board of Directors or whose nomination for election by the equity holders of Jack in the Box Inc. was approved by a majority of the directors then still in
          office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of Jack in the Box Inc. then in office; or

      

    

    
      
        (b) any “person” or “group” (as such terms are used for purposes
          of Sections 13(d) and 14(d) of the 1934 Act) is or becomes the “beneficial owner” (as such term is used in Rule 13d‐3 under the 1934 Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Jack in the Box
          Inc.

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

     “Code” means the U.S. Internal Revenue Code of 1986, as amended.

     “Competing” means owning, operating or franchising a restaurant (and/or the underlying land or building on which such restaurant operates) under the Jack in the Box Brand in any location(s) within the United
        States for so long as any Notes are Outstanding under the Indenture.

     “Confidential Information” means trade secrets and other information (including, without limitation, know how, ideas, techniques, recipes, formulas, customer lists, customer information, financial information,
        personal information, business methods and processes, marketing plans, specifications, and other similar information as well as internal materials prepared by the owner of such information containing or based, in whole or in part, on any such
        information) that is confidential and proprietary to its owner and that is disclosed by one party to an agreement to another party thereto whether in writing or disclosed orally, and whether or not designated as confidential.

     “Consumer Analytics Services” means services related to consumer intelligence and analytics, including, without limitation, (a) facilitating the analysis of the potential impact on sales of having Branded
        Restaurants in close proximity; (b) promoting promotional or test items related to new products, services or equipment; (c) developing new products and services (or modifying any existing products and services) to be offered in connection with the
        Securitized Restaurant Business and the other assets of the Securitization Entities; and (d) in connection with the
        Securitized Restaurant Business, developing, modifying, amending and disseminating (i) specifications for restaurant operations, (ii) the JIB Manuals and (iii) menu items.

     “Continuity of Services” has the meaning set forth in Section 6.3(a).

      “Controlled Group” means any trade or businesses (whether or not incorporated) that, together with any Securitization Entity, is treated as a single employer under Section 414(b) or (c) of the Code (and
        Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

     “Current Practice” means, in respect of any action or inaction, the practices, standards and procedures of the Non‐Securitization Entities as performed on or that would have been performed immediately prior to
        the Initial Closing Date.

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

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

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

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

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

     “Employee Benefit Plan” means any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA, established, maintained or contributed to by the Manager, or with respect to which the Manager has any
        liability.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

    
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     “ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Single Employer Plan (other than those events as to which the
        thirty day notice period is waived); (b) the failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Single Employer Plan (whether or not waived in accordance with Section 412(c) of the
        Code) or the failure to make by its due date a required installment under Section 430 of the Code and Section 302(e) of ERISA with respect to any Single Employer Plan; (c) the provision by the administrator of any Single Employer Plan pursuant to
        Section 4041(a)(2) of ERISA of a written notice of intent to terminate such Single Employer Plan in a standard termination described in Section 4041(b) of ERISA or a distress termination described in Section 4041(c) of ERISA; (d) the complete or
        partial withdrawal by the Manager, or any company in the Controlled Group of the Manager, from any Single Employer Plan with two or more contributing sponsors or the termination of any such Single Employer Plan, in each case, which results in
        liability pursuant to Section 4063 or 4064 of ERISA; (e) formal written notice from the PBGC of its intent to commence proceedings to terminate any Single Employer Plan; (f) the imposition of liability on the Manager, or any company in the
        Controlled Group of the Manager, pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) receipt from the Internal Revenue Service of notice of the failure of any Single Employer Plan to qualify
        under Section 401(a) of the Code or the failure of any trust forming part of any Single Employer Plan to qualify for exemption from taxation under Section 501(a) of the Code; (h) the imposition of a lien in favor of the PBGC or a Plan pursuant to
        Section 430(k) of the Code or pursuant to Section 302(f) of ERISA with respect to any Single Employer Plan or (i) the complete or partial withdrawal by the Manager or any member of its Controlled Group from any Multiemployer Plan that has resulted
        or could reasonably be expected to result in a material liability to the Manager under ERISA.

      “Finance and Accounting Services” means services related to finance and accounting, including, without limitation, (a) providing certain financing arrangements to Franchisees including discretionary short-term
        bridge financing for purchase of restaurants;  (b) preparing and filing any tax returns and tax reports required to be prepared by any Securitization Entity; (c) paying or causing to be paid or discharged, in each case from funds of the
        Securitization Entities, any and all taxes, charges and assessments attributable to and required to be paid under applicable Requirements of Law by any Securitization Entity; (d) making Manager Advances in its sole discretion; (e) administering the
        Marketing Fund and the Management Accounts; and (f) arranging for or providing accounting and financial reporting services.

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

     “Guarantee and Collateral Agreement” has the meaning set forth in the recitals.

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

     “Holding Company Guarantor” has the meaning set forth in the preamble.

     “Indemnitee” has the meaning set forth in Section 2.7(a).

     “Indenture” has the meaning set forth in the recitals.

     “Independent Auditors” has the meaning set forth in Section 3.2.

     “Interim Successor Manager” means, upon the resignation or termination of the Manager pursuant to the terms of this Agreement and prior to the appointment of any successor to the Manager by the Control Party (at the direction of the
          Controlling Class Representative), the Back-Up Manager.

    
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        “IP
              Services” means the services provided on behalf of the Franchisor and the Master Issuer with respect to the Securitization IP, including performing the Franchisor’s obligations as licensor under the IP License Agreements and the
          Master Issuer’s obligations with respect to the Securitization IP under the Indenture; exercising the Franchisor’s rights under the IP License Agreements (and under any other agreements pursuant to which the Franchisor licenses the use of or
          discloses any Securitization IP), including all rights and obligations with respect to Trademarks included in the Securitization IP; and acquiring, developing, managing, maintaining, protecting, enforcing, defending, licensing, sublicensing and
          undertaking such other duties and services as may be necessary in connection with the Securitization IP, on behalf of the Franchisor, in each case in accordance with and subject to the terms of this Agreement (including the Managing Standard,
          unless the Franchisor determines, in its sole discretion, that additional action is necessary or desirable in furtherance of the protection of the Securitization IP, in which case the Manager shall perform such IP Services and additional related
          services as are reasonably requested by the Franchisor), the Indenture, the other Related Documents and the Managed Documents, as agent for the Franchisor and/or Master Issuer, as applicable, including the following activities:

      

      

      (a)  assessing clearance, patentability, registrability and the risk of potential infringement of or by any After-Acquired Securitization IP;

    

    
      
        (b) filing, prosecuting and maintaining applications and registrations for the Securitization IP in the Franchisor’s name in applicable jurisdictions,
          including timely filings, actions, payments and/or responses (including to office actions and any adversarial, ex parte or inter partes proceedings affecting
          validity or enforceability) as may be required;

      

    

    
      
        (c) monitoring third‐party use, disclosure and registration of Intellectual Property, as applicable, and taking actions the Manager deems appropriate
          to oppose or contest the use, disclosure and any application or registration for Intellectual Property, as applicable, that could reasonably be expected to infringe, misappropriate, dilute or otherwise violate the Securitization IP or the
          Franchisor’s rights therein;

      

    

    
      
        (d) recording and confirming the Franchisor’s legal title in and to any or all of the Securitization IP, including the recording of appropriate
          instruments in the PTO and United States Copyright Office, obtaining written assignments of, and executing, as applicable, transfers, non-disclosure obligations and other agreements necessary to secure and protect the Franchisor’s rights in and to, the Securitization IP;

      

    

    
      
        (e) protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution,
          misappropriation, unauthorized use or other violation of the Securitization IP (including any breach or violation of any of the IP License Agreements (including the quality control provisions thereof) and any Related Documents), or any portion
          thereof, enforcing such Securitization IP, including (i) monitoring licensee use of licensed Trademarks and the quality of its goods and services offered in connection therewith; (ii) taking reasonable measures to maintain confidentiality and to
          prevent non‐confidential disclosures of Trade Secrets and other confidential information of the Franchisor; (iii) preparing and responding to cease‐and‐desist, demand and notice letters, and requests for a license; and (iv) commencing,
          prosecuting and/or resolving claims or suits involving imitation, infringement, dilution, misappropriation, the unauthorized use or other violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems
          appropriate in connection therewith; provided that the Franchisor shall join as a party, as necessary, to any such suits to the extent necessary to maintain standing;

      

    

    
      
        (f) performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Related Document
          to be performed, prepared and/or filed by the Franchisor, including executing and recording with the applicable Governmental Authority financing statements (including continuation statements) or amendments thereof or supplements thereto or grants
          of security interests or any similar instruments as the Securitization Entities or the Control Party may, from time to time, reasonably request (consistent with the obligations of the Franchisor to perfect the Trustee’s Lien only in the United
          States) granted by the Franchisor to the Trustee under the Related Documents that are intended to evidence such security interests in the Securitization IP;

        
          5

          
            


        

      

    

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

      

    

    
      
        (h) obtaining licenses of third-party Intellectual Property for use and sublicense in connection with the Securitized Restaurant Business and the
          other assets of the Securitization Entities; and

      

    

    
      
        (i) managing passwords for, content on, administration of, and access to social media accounts, website hosting accounts, mobile app accounts and
          other similar online accounts.

      

    

    “IT Services” means information technology services, including, without limitation, (a) certain technology-related services under technology
      agreements with Franchisees; (b) implementing new software solutions; and (c) acquiring, providing and/or installing IT equipment, including computers, web-based mobile device, point-of-sale system, kitchen display equipment, speed of service
      equipment, network infrastructure equipment and order confirmation system. 

    

      “Jack in the Box” has the meaning set forth in the preamble.

    “JIB Franchise Incentive Contributions” has the
        meaning set forth in Section 2.4(b)(v).

    “JIB Maintenance Payments” has the meaning set
        forth in Section 2.4(b)(iii).

    “JIB Manuals” means the Jack in the Box System
        standards, specifications, and procedures, as they may be renamed, amended and expanded and consolidated by the Franchisor (or the Manager on behalf of the Franchisor) from time to time, that relate to the management and operating systems and
        controls and uniform standards, specifications and procedures for the purchase, preparation and sale of food and beverage products and the operation of quick service restaurants, and a distinctive building design, decor and color scheme, as
        prescribed from time to time by Jack in the Box for the operation of a Franchised Restaurant.

    “JIB Properties” has the meaning set forth in the
        preamble.

    “JIB Purchase Options” has the meaning set forth in
        Section 2.4(b)(vi).

    “JIB Remodeling Incentive Payments” has the meaning
        set forth in Section 2.4(b)(iv).

    “JIB Tenant Improvement Payments” has the meaning
        set forth in Section 2.4(b)(ii).

    “Leadership Team” means the persons holding the
        following offices immediately prior to the date of the occurrence of a Change of Control: the Assistant Secretary, the Chief Financial Officer, the Controller, the Treasurer, the Chief Legal and Risk Officer, the Chief Investor Relations and
        Corporate Communications Officer, the Chief Development Officer, the Chief Information Officer, any Executive Vice President, any Senior Vice President, any person that reports directly to the Assistant Secretary or Chief Financial Officer or any
        other position that contains substantially the same responsibilities as of any of the positions listed above or reports to the Assistant Secretary; provided that from time to time an Authorized Officer of Jack in the Box Inc. may, upon written notice to the Control Party and the Trustee, change the list of offices
        comprising the Leadership Team so long as such list (x) at all times includes, at a minimum, the Assistant Secretary and Chief Financial Officer (or differently-titled successor offices performing substantially the same functions as the Assistant
        Secretary and/or Chief Financial Officer, as the case may be) and (y) at no time exceeds twenty (20) officers; provided, further, that any changes to such list notified to the Control Party and the Trustee during the period beginning on the date
        that is ninety (90) days preceding the announcement of a Change of Control and ending on the date that is twelve (12) months following the occurrence of a Change of Control shall be disregarded for purposes of this definition.

    
      6

      
        


    

     “Legal Services” means legal services, including, without limitation, (a) preparing and filing franchise disclosure documents with respect to New Securitized Development Agreements and New Securitized Franchise
        Agreements to comply, in all material respects, with applicable Requirements of Law; (b) complying with franchise industry‐specific government regulation and applicable Requirements of Law; (c) arranging for legal services with respect to the
        Securitized Assets, including with respect to the enforcement of the Managed Documents; (d) assessing and mitigating risks with respect to the Securitization Entities; (e) conducting internal audits of the Securitization Entities required under the
        Managed Documents; (f) calculating and compiling information required in connection with any report or certificate to be delivered pursuant to the Related Documents; (g) performing the duties and obligations of, and exercising and enforcing the
        rights of, the Securitization Entities under the Related Documents, including performing the duties and obligations of each applicable Securitization Entity under the IP License Agreements; and (h) legal assistance with performing the duties and
        obligations and enforcing the rights of the Securitization Entities under the Managed Documents, including entering into new Managed Documents from time to time.

     “Managed Document” means any contract, agreement, arrangement or undertaking relating to any of the Securitized Assets, including, but not limited to, the Contribution Agreements, the Securitized Franchise
        Agreements, the Securitized Development Agreements, the Securitized Franchisee Notes, the Securitized Leases and the IP License Agreements.

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

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

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

     “Managing Standard” means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the
        standards as the Manager would implement or observe if the Securitized Assets were owned by the Manager at such time; (b) are consistent with Ongoing Practice; (c) will enable the Manager to comply in all material respects with all of the duties
        and obligations of the Securitization Entities under the Related Documents and the Managed Documents; (d) are in material compliance with all applicable Requirements of Law; and (e) without limiting any of the foregoing, with respect to the use and
        maintenance of the Securitization Entities’ rights in and to the Securitization IP, are consistent with the standards imposed by the IP License Agreements.

     “Marketing Fund” means the marketing fund developed and established for the purpose of promoting and executing Marketing Programs and Activities relating to the Branded Restaurants and directing, preparing and/or
        placing advertising, promotions and/or communications to build the brand, in each case, on a regional or national basis.

    
      7

      
        


    

     “Marketing Programs and Activities” means the marketing programs and activities, including without limitation, preparing and conducting digital, social, television, radio, magazine, and newspaper advertising
        campaigns; purchasing radio, television, digital, social, magazine, newspaper and other media for the distribution of advertising campaigns; advertising through direct mail and outdoor billboards; preparing and conducting marketing/brand surveys
        and research, which may include awareness and usage surveys, focus groups, marketing surveys and consumer feedback surveys; public relations activities; research, development and testing of products, packaging, and concepts; brand positioning and
        marketing activation; preparing and executing email and internet-based marketing programs; employing advertising, public relations, and branding agencies and other professional consultants; and providing point-of purchase, collateral and other
        marketing materials to the restaurants operated under the Jack in the Box System.

     “Marketing Services” means marketing services, including, without limitation, (a) providing consultation and advice related to merchandising and local store marketing; (b) developing and executing programs for
        the Jack in the Box Brand; and (c) directing, preparing and/or placing advertising, promotions and communications to build the Jack in the Box Brand, including (i) preparing and conducting digital, social, television, radio, magazine and newspaper
        advertising campaigns, (ii) purchasing various media for the distribution of  advertisements, (iii) conducting marketing and brand surveys and research, (iv) conducting research, development and testing of products, packaging and concepts, (v)
        employing advertising, public relations and branding agencies or other professional consultants and (vi) providing marketing materials to restaurants.

     “Master Issuer” has the meaning set forth in the preamble.

     “Multiemployer Plan” means any Pension Plan that is a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.

     “New Asset Addition Date” means, with respect to any New Asset, the earliest of (i) the date on which such New Asset is acquired by the applicable Securitization Entity, (ii) the later of (a) the date upon which
        the closing occurs under the applicable contract giving rise to such New Asset and (b) the date upon which all of the diligence contingencies, if any, in the contract for purchase of the applicable New Asset expire and the Securitization Entity
        acquiring such New Asset no longer has the right to cancel such contract and (iii) if such New Asset is a New Securitized Franchise Agreement, New Securitized Development Agreement, New Securitized Lease or New Securitized Franchisee Note, the date
        on which the related Securitization Entity begins receiving payments from the applicable Franchisee in respect of such New Asset.

     “New Assets” means a New Securitized Company Restaurant, New Securitized Franchise Agreement, a New Securitized Development Agreement, New Real Estate Asset or New Securitized Franchisee Note or any other
        Securitized Asset contributed to, or otherwise entered into, acquired or created by, the Securitization Entities after the Initial



          Closing Date or any other asset(s) reasonably related to, incidental to, or useful in the judgment of the Manager in accordance with the Managing Standard, in connection with any of the foregoing.

     “Non-Securitization Entity Company Restaurants” means Branded Restaurants the Non-Securitization Entities may own and operate in the United States either that (1) cannot be contributed on the Closing Date due to
        contractual restrictions, legal requirements or other unforeseen circumstances or (2) may be temporarily held in order to refranchise them

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

     “Ongoing Practice” means, in respect of any action or inaction, practices, standards and procedures that are at least as favorable or beneficial as the practices, standards and procedures of any
        Non‐Securitization Entities as performed with respect to any assets similar to those owned by a Securitization Entity that is owned or operated by such Non‐Securitization Entity.

    
      8

      
        


    

     “Pension Plan” means any “employee pension benefit plan,” as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA and to which any company in the same Controlled Group as the
        Master Issuer has liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA for any time within the preceding five years or by reason of being deemed to be a contributing sponsor
        under Section 4069 of ERISA.

     “Post‐Opening Services” means the services required to be performed under the applicable Securitized Franchise Documents by the applicable Securitization Entities after the opening of a Securitized Franchised
        Restaurant, in each case in accordance with and subject to the terms of this Agreement (including, for the avoidance of doubt, the Managing Standard), the Indenture, the other Related Documents and the Managed Documents, including, as may be
        required under the applicable Securitized Franchise Document, (a) providing such Franchisee access to certain basic training materials; (b) providing information on the preparation of products and other procedures; (c) providing training on new
        procedures and, if necessary, training materials to assist such Franchisee in training its employees; (d) providing such Franchisee consultation and advice from time to time concerning the operation of the restaurant, merchandising and local store
        marketing, as the Manager deems appropriate; (e) providing required additional or refresher training programs; (f) administering the value card programs of Jack in the Box; and (g) such other Post‐Opening Services as are required to be performed
        under applicable Securitized Franchise Documents; provided that such Post‐Opening Services provided by the Manager under this Agreement will not include any “add‐on” type
        corporate services provided by a Non‐Securitization Entity to a Franchisee, whether pursuant to the related Securitized Franchise Agreement or otherwise, the cost of which is not included in the royalties payable to the Franchisor under the related
        Securitized Franchise Agreement.

     “Power of Attorney” means the authority granted by a Securitization Entity to the Manager pursuant to a Power of Attorney in substantially the form set forth as Exhibit A‐1 or Exhibit A-2 hereto.

     “Pre‐Opening Services” means the services required to be performed under the applicable Securitized Franchise Documents by the applicable Securitization Entities prior to the opening of a Securitized Franchised
        Restaurant, in each case in accordance with and subject to the terms of this Agreement (including, for the avoidance of doubt, the Managing Standard), the Indenture, the other Related Documents and the Managed Documents, including, as required
        under the applicable Securitized Franchise Document, (a) providing the applicable Franchisee with standards for the design, construction, equipping and operation of such Securitized Franchised Restaurant and the approval of locations meeting such
        standards; (b) providing such Franchisee with a set of existing prototypical plans for the Franchisee’s selected prototype building which are to be used by the Franchisee’s approved architect for site adaptation purposes when developing the new
        restaurant’s permit and construction documents (for non-traditional locations, specifications and standards instead of prototypical plans); (c) providing such Franchisee with specifications for equipment, signs and fixtures, opening inventory,
        supplies and other materials needed to open the Securitized Franchised Restaurant; (d) providing a list of approved suppliers for all items where approved suppliers are required; (e) providing training to the franchise operator and restaurant
        manager; (f) providing access to or copies of confidential standards, policies, procedures and other manuals; and (g) providing such Franchisee with such other assistance in the pre‐opening, opening and initial operation of such Securitized
        Franchised Restaurant, as is required to be provided under applicable Securitized Franchise Documents; provided that such Pre‐Opening Services provided by the Manager under
        this Agreement will not include any “add‐on” type corporate services provided by a Non‐Securitization Entity to a Franchisee, whether pursuant to the related Securitized Franchise Agreement or otherwise, the cost of which is not included in the
        royalties payable to the Franchisor under the related Securitized Franchise Agreement.

    
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     “Procurement Services” means services relating to the supply chain, distribution and procurement, including, without limitation, (a) facilitating Franchisees’ purchase of food, chemicals, uniforms and package
        items from approved suppliers or provide approval for procurement from a source other than an existing approved supplier; (b) inspecting the approved suppliers’ facilities for announced and unannounced inspections and independently evaluating and
        testing the products from suppliers; (c) negotiating price and other contract terms with suppliers; (d) conducting food safety and product quality testing, inspections and remediation activities; (e) ensuring that suppliers to the Jack in the Box
        System meet quality control standards and arranging for the Securitization Entities to enter into necessary supply agreements; and (f) establishing and/or providing quality control services and standards for food, equipment, suppliers and
        distributors in connection with the Securitized Restaurant Business and monitoring compliance with such standards.

     “Real Estate Services” means acquiring, developing, managing, maintaining, protecting, enforcing, defending, leasing and undertaking, or causing to be undertaken, such other duties and services as may be
        necessary in connection with the Real Estate Assets on behalf of JIB Properties, in each case in accordance with and subject to the terms of this Agreement (including, for the avoidance of doubt, the Managing Standard), the Indenture, the other
        Related Documents and the Managed Documents, as agent for JIB Properties, including, without limitation, (a) providing access to the project management system as needed for the exchange of plans, specifications and other resources between the
        architect(s) and Jack in the Box; (b) providing approval of potential sites for restaurants; (c) providing a list of approved real estate brokers in major markets; (d) facilitate purchase of furniture, décor and signage from approved suppliers; (e)
        taking those actions that are required under the Related Documents and Requirements of Law to maintain continuous perfection (where applicable) and priority (subject to Permitted Liens and the exclusions from perfection requirements under the
        Indenture, the Guarantee and Collateral Agreement and the Related Documents) of any Securitization Entity’s and the Trustee’s respective interests in the Collateral; and (f) preparing and delivering Mortgages after the occurrence of a Mortgage
        Preparation Event .

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

    “Required Consent
          Agreements” means the certain supply agreements, service agreements and lease agreements related to the Securitized Assets that require consent of the applicable counterparty for an assignment to the applicable Securitization Entity
          without triggering a default thereunder.

     “Restaurant and Franchise Development Services” means services relating to the development of restaurants and franchises, including, without limitation, (a) making or causing the collection of amounts owing under
        the terms and provisions of each Managed Document and the Related Documents, including managing (i) the applicable Securitization Entities’ rights and obligations under the Securitized Franchise Agreements and the Securitized Development Agreements
        (including performing Pre‐Opening Services and Post‐Opening Services) and (ii) the right to approve amendments, waivers, modifications and terminations of (including extensions, modifications, write‐downs and write‐offs of obligations owing under)
        Securitized Franchise Documents and other Managed Documents (which amendments to Securitized Franchise Agreements may be effected by replacing such Securitized Franchise Agreement with a New Securitized Franchise Agreement on the then‐current form
        of the applicable Securitized Franchise Agreement) and to exercise all rights of the applicable Securitization Entities under such Securitized Franchise Documents and other Managed Documents; (b) performing due diligence with respect to, selecting
        and approving new Franchisees, performing due diligence with respect to and approving extensions of credit to Franchisees pursuant to New Securitized Franchisee Notes and providing personnel to manage the due diligence, selection and approval
        process; (c) preparing New Securitized Franchise Agreements, New Securitized Development Agreements and New Securitized Franchisee Notes (and related documents), including, among other things, adopting variations to the forms of agreements used in
        documenting such agreements and preparing and executing documentation of assignments, transfers, terminations, renewals, site relocations and ownership changes, in all cases, subject to and in accordance with the terms of the Related Documents; and
        (d) evaluating and approving assignments of Securitized Franchise Agreements, Securitized Development Agreements and New Securitized Franchisee Notes (and related documents) to third‐party franchisee candidates or existing Franchisees.

    
      10

      
        


    

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

     “Securitization IP” has the meaning set forth in the Base Indenture.

     “Securitization Transaction” has the meaning set forth in the Base Indenture.

     “Securitized Company Restaurant Services” means the services required to perform all of the duties and obligations of JIB Properties in connection with the operations and ownership of the Securitized Company
        Restaurants, including, without limitation, (a) collecting revenues generated by the Securitized Company Restaurants; (b) maintaining appropriate levels of property and casualty insurance and performing any other activities necessary or desirable
        for the operation of the Securitized Company Restaurants and the development, acquisition and disposition of Securitized Company Restaurants, in each case as permitted or required under the Related Documents; (c)  causing all revenue generated from
        the operation of the Securitized Company Restaurants to be deposited into the applicable Securitized Company Restaurant Account in accordance with the terms of the Indenture; (d) on and after the Initial Closing Date, withdrawing available amounts on deposit in the applicable Securitized Company Restaurant Account to pay the Restaurant Operating
        Expenses that are incurred or committed to be paid by JIB Properties relating to the operation of the Securitized Company Restaurants, such as the cost of goods sold, labor, repair and maintenance expenses to the extent not capitalized, insurance
        (including self‐insurance), litigation and settlement costs relating to the Securitized Assets, applicable Company Restaurant IP License Fees and lease payments to third-party landlords; (e) hiring, training and managing employees (or supervising
        the hiring, training and management of the same) and negotiating with vendors, suppliers, distributors and other third parties on behalf of JIB Properties in connection with the operation of Securitized Company Restaurants; (f) selecting and
        acquiring Securitized Company Restaurant Assets, such as furnishings, cooking equipment, cooking supplies and computer equipment, on behalf of JIB Properties and disposing of such Securitized Company Restaurant Assets in accordance with the terms
        of this Agreement and the other Related Documents; (g) implementing renovation projects at Securitized Company Restaurants on behalf of JIB Properties; (h) developing and implementing new menu items to be served at Securitized Company Restaurants;
        and (i) performing the duties and obligations and enforcing the rights of JIB Properties pursuant to the terms of the Managed Documents to which it is a party.

     “Services” means the servicing and administration by the Manager of the Securitized Assets, in each case in accordance with and subject to the terms of this Agreement (including the Managing Standard), the
        Indenture, the other Related Documents and the Managed Documents for the applicable Securitization Entity, including, without limitation: (a) Consumer Analytics Services; (b) Finance and Accounting Services; (c) IP Services; (d) IT Services; (e)
        Legal Services; (f) Marketing Services; (g) Pre-Opening Services; (h) Post-Opening Services; (i) Procurement Services; (j) Restaurant and Franchise Development Services; (k) Securitized Company Restaurant Services; (l) Real Estate Services;
        (m) exercising the rights, duties and powers necessary or desirable to administer the Securitized Assets (including contract rights attached to such Securitized Assets) unless otherwise restricted by this Agreement, the Indenture and the other
        Related Document; and (n) performing such other services as may be necessary or appropriate from time to time and consistent with the Managing Standard and the Related Documents in connection with the Securitized Assets.

     “Single Employer Plan” has the meaning set forth in the Base Indenture.

    
      11

      
        


    

    “Specified Non‐Securitization Debt” has the meaning
        set forth in Section 5.6.

    “Specified Non‐Securitization Debt Cap” has the
        meaning set forth in Section 5.6.

    “Springing Amendments Implementation Date” means the first date
          upon which all of the Series 2019-1 4.476% Fixed Rate Senior Secured Notes, Class A-2-II and the Series 2019-1 4.970% Fixed Rate Senior Secured Notes, Class A-2-III are no longer Outstanding.

    “Sub‐manager” has the meaning set forth in Section 2.10.

    “Sub‐managing Arrangement” means an arrangement whereby the
      Manager engages any other Person (including any Affiliate) to perform certain of its duties under this Agreement excluding the fundamental corporate functions of the Manager; provided
      that (i) master franchise arrangements with Franchisees and temporary arrangements with Franchisees with respect to the management of one or more Branded Restaurants immediately following the termination of the former Franchisee thereof, and (ii) any
      agreement between the Manager and third‐party vendors pursuant to which the Manager purchases a specific product or service shall not be considered to be a Sub‐managing Arrangement.

    “Term” shall have the meaning set forth in Section 8.1.

    “Termination Notice” has the meaning set forth in Section 6.1(b).

    “Trade Secrets” has the meaning set forth in the Base Indenture.

    “Transition Plan” has the meaning set forth in the Back-up
      Management Agreement.

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

    “Voting Stock” means Equity Interests of the class or classes
      pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors, managers or trustees of a corporation (irrespective of whether or not at the time Equity
      Interests of any other class or classes will have or might have voting power by reason or the happening of any contingency).

    “Weekly Management Fee” means, with respect to each Weekly
      Allocation Date, the amount determined by dividing:

    
      
        (a) an amount equal to the sum of (A) a $17,000,000 base fee, plus (B)(1) $15,000 for each Securitized Franchised Restaurant and Non-Securitization Entity Company
          Restaurant and (2) $33,000 for each Securitized Company Restaurant; by

      

    

    
      
        (b) 52;

      

    

    provided that the
        Weekly Management Fee will be adjusted on each Weekly Allocation Date to reflect any change to the number of Securitized Franchised Restaurants, Securitized Restaurants and Non-Securitization Entity Company Restaurants as set forth in the related
        Weekly Manager’s Certificate (which change will be effective on and after the first day of the Weekly Collection Period immediately following delivery of the related Weekly Manager’s Certificate, it being agreed that the Manager shall update the
        number of Securitized Franchised Restaurants, Securitized Restaurants and Non-Securitization Entity Company Restaurants as often as reasonably practicable but at least once in each Four-Week Fiscal Period); provided, further, that (X) each of the amounts set forth in clauses (i)(A)
        and (i)(B) will be subject to successive 2.0% annual increases on the first day of the Quarterly Collection Period that commences immediately following each anniversary of the
        Initial Closing Date and that the incremental increased portion of such fees will be payable only to the extent that
        the sum of the amounts set forth in clauses (i)(A) and (i)(B) as so increased will not exceed 35% of
        the aggregate Retained Collections over the preceding four (4) Quarterly Collection Periods or (Y) a new formula may be designated by the Master Issuer in writing to the Trustee, so long as (a) the Master Issuer certifies in writing to the Trustee
        and the Control Party that (i) the formula was determined in consultation with the Back-Up Manager, and (ii) the Master Issuer discloses the formula in each Quarterly Noteholders’ Report and (b) each of the Trustee and the Control Party has
        received written confirmation from the Master Issuer that the Rating Agency Condition with respect to each Series of Notes Outstanding has been satisfied with respect to such new formula.

    
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    Section 1.2             Other Defined Terms.

    (a) Each term defined in the singular form in Section 1.1 or elsewhere in this Agreement shall mean the plural thereof when the plural form of such term is used
        in this Agreement and each term defined in the plural form in Section 1.1 or elsewhere in this Agreement shall mean the singular thereof when the singular form of such term is used herein.

    (b) The words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular
        provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified.

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

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

    (e) Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required
        to be made, for the purpose of this Agreement, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Agreement or the other Related Documents, in accordance with GAAP.  When used herein,
        the term “financial statement” shall include the notes and schedules thereto.  All accounting determinations and computations hereunder shall be made without duplication.

    Section 1.3              Other Terms.  All terms used in Article 9 of the UCC as in effect from time to time in the State of New York, and
        not specifically defined herein, are used herein as defined in such Article 9.

    Section 1.4             Computation of Time Periods.  Unless otherwise stated in this Agreement, in the computation of a period of time
        from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

    ARTICLE II

      

      ADMINISTRATION AND SERVICING OF SECURITIZED ASSETS

    Section 2.1             Jack in the Box to Act as Manager.

    (a) Engagement of the Manager.  The Manager is hereby authorized by each Securitization
        Entity, and hereby agrees, to perform the Services (or refrain from the performance of the Services) subject to and in accordance with the Managing Standard and the terms of this Agreement, the other Related Documents and the Managed Documents. 
        With respect to the IP Services, the Manager shall perform such IP Services in accordance with the Managing Standard, unless the Franchisor determines, in its sole discretion, that additional action is necessary or desirable in furtherance of the
        protection of the Securitization IP in which case the Manager shall perform such IP Services and additional related services as are reasonably requested by the Franchisor.  The Manager, on behalf of the Securitization Entities, shall have full
        power and authority, acting alone and subject only to the specific requirements and prohibitions of this Agreement and in accordance with the Managing Standard, the Indenture and the other Related Documents and the Managed Documents, to take, or
        refrain from taking, any such actions, and to do any and all things in connection with performing the Services that the Manager may deem necessary or desirable.  Without limiting the generality of the foregoing, but subject to the provisions of
        this Agreement, including Section 2.8, the Indenture and the other Related Documents, the Manager, in connection with performing the Services, is hereby authorized and empowered to execute and deliver, in the Manager’s own name (in its capacity as
        agent for the applicable Securitization Entity) or in the name of any Securitization Entity (pursuant to the applicable Power of Attorney), on behalf of any Securitization Entity any and all instruments of satisfaction or cancellation, or of
        partial or full release or discharge, and all other comparable instruments, with respect to the Securitized Assets, including, without limitation, consents to sales, transfers or encumbrances of a franchise by a Franchisee or consents to
        assignments and assumptions of the Franchise Agreements by any Franchisee in accordance with the terms thereof.  For the avoidance of doubt, the parties hereto acknowledge and agree that the Manager is providing Services directly to each applicable
        Securitization Entity.  Nothing in this Agreement shall preclude the Securitization Entities from performing the Services or any other act on their own behalf at any time and from time to time.

    
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    (b) Actions to Create and Perfect Security Interests.  Subject to the terms of the
        Indenture, including any applicable Series Supplement, and the Related Documents, the Manager shall take those actions that are required under the Related Documents and Requirements of Law to maintain continuous perfection (where applicable) and
        priority (subject to Permitted Liens) of any Securitization Entity’s and the Trustee’s respective interests in the Securitized Assets to the extent required by the Indenture and the Guarantee and Collateral Agreement.  Without limiting the
        foregoing, the Manager shall file or cause to be filed with the appropriate government office the financing statements on Form UCC‐1, assignments of financing statements on Form UCC‐3, any filings related to the Securitization IP as required by
        Section 8.25(c) and (d) of the Base Indenture and other filings required to be filed in connection with the Indenture and the other Related Documents.  Upon the occurrence of a Mortgage Preparation Event, the Manager shall cause the preparation of
        fully executed Mortgages for recordation against the Real Estate Assets (excluding the Securitized Company Restaurant Third‐Party Leases and Securitized JIB Back-to-Back Leases) and within ninety (90) days of such Mortgage Preparation Event shall
        deliver such Mortgages to the Trustee in accordance with Section 8.37 of the Base Indenture, to be held for the benefit of the Secured Parties in the event a Mortgage Recordation Event occurs.  In accordance with Section 8.37 of the Base Indenture,
        the Trustee shall be reimbursed for any and all reasonable costs and expenses in connection with such Mortgage Recordation Event, including all Mortgage Recordation Fees pursuant to and in accordance with the Priority of Payments.

    (c) Ownership of Manager‐Developed IP.

    (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager‐Developed IP arising during the Term, shall, as between the parties, be
        owned by and inure exclusively to the Franchisor.  Any copyrightable material included in such Manager‐Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” under applicable copyright law (including within
        the meaning of Section 101 of the U.S. Copyright Act of 1976, as amended) and owned by the Franchisor.  The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in and to all
        Manager‐Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the Franchisor.  Notwithstanding the foregoing, the Manager‐Developed IP to be transferred to the Franchisor shall include rights to
        use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the Franchisor.  All applications to register Manager‐Developed IP shall be filed in the name of the
        Franchisor.

    
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    (ii) The Manager agrees to cooperate in good faith with the Franchisor for the purpose of securing and preserving the Franchisor’s rights in and to the applicable
        Manager‐Developed IP, including executing any documents and taking any actions, at the Franchisor’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchisor’s
        sole legal title in and to such Manager‐Developed IP (as described in Section 2.1(c)(i)), it being acknowledged and agreed that any expenses in connection therewith shall be
        paid by the Franchisor.  The Manager hereby appoints the Franchisor (with respect to the Securitization IP) as its attorney‐in‐fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days
        following the Franchisor’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

    (d) Grant of Power of Attorney.  In order to provide the Manager with the authority to
        perform and execute its duties and obligations as set forth herein, the Securitization Entities shall execute and deliver on the Closing Date a Power of Attorney in substantially the form set forth as Exhibit A-1 (with respect to the Franchisor) and Exhibit A-2 (with respect to the Securitization Entities) hereto to the Manager, which
        Powers of Attorney shall terminate in the event that the Manager’s rights under this Agreement are terminated as provided herein. The Securitization Entities shall deliver, at the request of the Manager, one or more additional Power of Attorney in
        substantially the form set forth in Exhibit A-1 or Exhibit A-2, as applicable, from time to time as
        may be necessary to perform the Services.

    (e) Franchisee Insurance.  The Manager acknowledges that, to the extent that it or any of
        its Affiliates is named as a “loss payee” or “additional insured” under any insurance policies of any Franchisee, it shall use commercially reasonable efforts to cause it to be so named in its capacity as the Manager on behalf of the applicable
        Securitization Entity, and the Manager shall promptly (i) deposit or cause to be deposited to the applicable Concentration Account any proceeds received by it or by any Securitization Entity or any other Affiliate under such insurance policies
        (other than amounts described in the following clause (ii)) and (ii) disburse to the applicable Franchisee any proceeds of any such insurance policies payable to such
        Franchisee pursuant to the applicable Securitized Franchise Agreement.

    (f) Manager Insurance.  The Manager shall maintain adequate insurance consistent with the
        type and amount maintained by the Manager as of the Closing Date, subject, in each case, to any adjustments or modifications made in accordance with the Managing Standard.  Such insurance shall cover each of the Securitization Entities, as an
        additional insured, to the extent that such Securitization Entity has an insurable interest therein.  All insurance policies maintained by the Manager on the Closing Date are listed on Schedule 2.1(f)
        hereto.

    (g) Value Card Sales and Redemption.  The Manager shall be responsible for administering
        the value card programs of the Jack in the Box Brand and shall collect the proceeds of the initial sale of value cards that are sold on the internet, to third-parties for distribution, at Securitized Restaurants, at third-party retail locations or
        at other value card vendors in one or more accounts in the name of the Manager (or an Affiliate thereof). Following the redemption of any value card or portion thereof at any Securitized Restaurant, the Manager shall oversee the delivery of the
        redeemed amount to the applicable Securitized Restaurant and the reimbursement of any third party advancing funds to the owner of the Securitized Restaurant as part of the redemption process.

    Section 2.2              Accounts.

    (a) Collection of Payments; Remittances; Collection Account.  The Manager shall maintain
        and manage the Management Accounts (and certain other accounts from time to time) in the name of, and for the benefit of, the Securitization Entities.  The Manager shall (on behalf of the Securitization Entities) (i) cause the collection of
        Collections in accordance with the Managing Standard and subject to and in accordance with the Related Documents and (ii) make all deposits to and withdrawals from the Management Accounts in accordance with this Agreement (including the Managing
        Standard), the Indenture and the applicable Managed Documents.  The Manager shall (on behalf of the Securitization Entities) make all deposits to the Collection Account in accordance with terms of the Indenture.

    
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    (b) Deposit of Misdirected Funds; No Commingling; Misdirected Payments.  The Manager shall
        promptly deposit into a Concentration Account, the Collection Account or such other appropriate account within three (3) Business Days immediately following Actual Knowledge of the Manager of the receipt thereof and in the form received with any
        necessary endorsement or in cash, all payments in respect of the Securitized Assets incorrectly deposited into another account.  In the event that any funds not constituting Collections are incorrectly deposited in any Account, the Manager shall
        promptly withdraw such amounts after obtaining Actual Knowledge thereof and shall pay such amounts to the Person legally entitled to such funds.  Except as otherwise set forth herein or in the Base Indenture, the Manager shall not commingle any
        monies that relate to Securitized Assets with its own assets and shall keep separate, segregated and appropriately marked and identified all Securitized Assets and any other property comprising any part of the Securitized Assets, and for such time,
        if any, as such Securitized Assets or such other property are in the possession or control of the Manager to the extent such Securitized Assets or such other property is included in the Securitized Assets, the Manager shall hold the same in trust
        for the benefit of the Trustee and the Secured Parties (or, following termination of the Indenture, the applicable Securitization Entity).  Additionally, the Manager, promptly after obtaining Actual Knowledge thereof, shall notify the Trustee in
        the Weekly Manager’s Certificate of any amounts incorrectly deposited into any Indenture Trust Account and arrange for the prompt remittance by the Trustee of such funds from the applicable Indenture Trust Account to the Manager.  The Trustee shall
        have no obligation to verify any information provided to it by the Manager in any Weekly Manager’s Certificate and shall remit such funds to the Manager based solely on such Weekly Manager’s Certificate.

    (c) Investment of Funds in Management Accounts.  The Manager shall have the right to
        invest and reinvest funds deposited in any Management Account constituting a “securities account” within the meaning of Section 8-501 of the New York UCC in Eligible Investments maturing no later than the Business Day preceding each Weekly
        Allocation Date.  All income or other gain from such Eligible Investments will be credited to the related Management Account, and any loss resulting from such investments will be charged to the related Management Account.  The Investment Income
        (net of losses and expenses) available on deposit in the Management Accounts will be withdrawn on each Weekly Allocation Date for deposit to the Collection Account for application as Collections on such Weekly Allocation Date.

    Section 2.3              Records.

    (a) The Manager shall, in accordance with the Managing Standard, retain all material data (including computerized records) relating directly to, or maintained in
        connection with, the servicing of the Securitized Assets at its address indicated in Section 8.5 (or at an off‐site storage facility reasonably acceptable to the Securitization Entities, the Servicer and the Back‐Up Manager) or, upon thirty
        (30) days’ notice to the Securitization Entities, each Rating Agency, the Back‐Up Manager, the Trustee and the Servicer, at such other place where the servicing office of the Manager is located (provided that the servicing office of the Manager shall at all times be located in the United States), and shall give the Trustee, the Back‐Up Manager and the Servicer access to all such data in accordance with
        the terms and conditions of the Related Documents; provided, however, that the Trustee shall not be obligated to verify, recalculate or review any such data.  The Manager acknowledges that the Franchisor shall own the Intellectual Property rights in all such
        data.

    
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    (b) If the rights of Jack in the Box Inc., as the initial Manager, shall have been terminated in accordance with Section 6.1 or if this Agreement shall have been
        terminated pursuant to Section 8.1, Jack in the Box Inc., as the initial Manager, shall, upon demand of the Trustee (based upon the written direction of the Control Party), in the case of a termination pursuant to Section 6.1, or upon the demand of
        the Securitization Entities, in the case of a termination pursuant to Section 8.1, deliver to the Successor Manager, or destroy at the request of the demanding party or its designee, all data in its possession or under its control (including
        computerized records) necessary or desirable for the servicing of the Securitized Assets.

    Section 2.4             Administrative Duties of Manager.

    (a) Duties with Respect to the Related Documents.  The Manager, in accordance with the
        Managing Standard, shall perform the duties of the applicable Securitization Entities under the Related Documents except for those duties that are required to be performed by the equity holders, stockholders, directors, or managers of such
        Securitization Entity pursuant to applicable law.  In furtherance of the foregoing, the Manager shall consult with the managers or the directors, as the case may be, of the Securitization Entities as the Manager deems appropriate regarding the
        duties of the Securitization Entities under the Related Documents.  The Manager shall monitor the performance of the Securitization Entities and, promptly upon obtaining Actual Knowledge thereof, shall advise the applicable Securitization Entity
        when action is necessary to comply with such Securitization Entity’s duties under the Related Documents.  The Manager shall prepare for execution by the Securitization Entities or shall cause the preparation by other appropriate Persons of all such
        documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Securitization Entities to prepare, file or deliver pursuant to the Related Documents.

    (b) Duties with Respect to the Securitization Entities.  In addition to the duties of the
        Manager set forth in this Agreement or any of the Related Documents, the Manager, in accordance with the Managing Standard, shall perform such calculations and shall prepare for execution by the Securitization Entities or shall cause the
        preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Securitization Entities to prepare, file or deliver pursuant to applicable law,
        including, for the avoidance of doubt, securities laws and franchise laws.  Pursuant to the directions of the Securitization Entities and in accordance with the Managing Standard, the Manager shall administer, perform or supervise the performance
        of such other activities in connection with the Securitization Entities as are not covered by any of the foregoing provisions and as are expressly requested by any Securitization Entity and are reasonably within the capability of the Manager.  The
        Manager shall provide notice to the Servicer as soon as practicable if an administrative action in excess of $5,000,000 is taken in any fiscal quarter in connection with clauses (i) through (v) below.

    (i) Tenant Improvement Allowances.  The Manager shall be responsible for collecting and
        administering tenant improvement allowances and similar amounts received from landlords with respect to the Securitized Leases and the New Securitized Leases.  Any such amounts received from landlords will be collected and maintained in one or more
        accounts by the Manager, and shall be utilized by the Manager as required by the relevant Securitized Lease or for improvements, renovations or other capital expenditures in respect of real property subject to the Securitized Leases and the New
        Securitized Leases or, to the extent any such funds represent a reimbursement of such expenditures previously made by the Manager, may be retained by the Manager.  The Manager shall administer such amounts in accordance with the Managing Standard.

    (ii) JIB Tenant Improvement Payments.  After the Closing Date, theThe Manager willagrees not agree to make any JIB Tenant Improvement Payments in connection with any Securitized Franchisee Back-to-Back Sublease
          or Securitized Owned-Property Franchisee Lease unless (i) Jack in the Box Inc. has elected to fund the related JIB Tenant Improvement Payment by making a voluntary capital contribution to JIB Properties in accordance with the terms of the Master
          Real Estate Agreement or (ii) the Residual Amount is available (or will be available) to fund the applicable JIB Tenant Improvement Payment as determined by the Manager in accordance with the Managing Standard.

    
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    (iii) JIB Maintenance Payments.  The Manager willagrees not agree to



          make any JIB Maintenance Payments beyond what is required to be paid under any Securitized Franchisee Back-to-Back Sublease or Securitized Owned-Property Franchisee Lease unless (i) Jack in the Box Inc. has elected to fund the related JIB
          Maintenance Payment by making a voluntary capital contribution to JIB Properties in accordance with the terms of the Master Real Estate Agreement or (ii) the Residual Amount is available (or will be available) to fund the applicable JIB
          Maintenance Payment as determined by the Manager in accordance with the Managing Standard.

    (iv) JIB Remodeling Incentive Payments.  The Manager willagrees not agree to



          make any JIB Remodeling Incentive Payments beyond what is required to be paid under any purchase agreement associated with the sale of certain restaurants unless (i) Jack in the Box Inc. has elected to fund the related JIB Remodeling Incentive
          Payment by making a voluntary capital contribution to the Franchisor in accordance with the terms of the Master Real Estate Agreement or (ii) the Residual Amount is available (or will be available) to fund the applicable JIB Remodeling Incentive
          Payment as determined by the Manager in accordance with the Managing Standard.

    (v) JIB Franchise Incentive Contributions.  The Manager willagrees not agree to make any such JIB Franchise Incentive Contributions beyond what is required to be paid under the applicable Securitized Franchise Agreement unless (i) Jack in the Box Inc. has elected to fund the related JIB Franchise Incentive
          Contribution by making a voluntary capital contribution to the Franchisor in accordance with the terms of the Master Real Estate Agreement or (ii) the Residual Amount is available (or will be available) to fund the applicable JIB Franchise
          Incentive Contribution as determined by the Manager in accordance with the Managing Standard.

    (vi) JIB Purchase Options.  After the Closing Date, theThe Manager willagrees not agree



          to exercise any JIB Purchase Options on properties related to Securitized Company Restaurant Third-Party Leases or Securitized JIB Back-to-Back Leases
          unless (x) Jack in the Box Inc. has elected to fund the related JIB Purchase Option by making a voluntary capital contribution to JIB Properties in accordance with the terms of the Master Real Estate Agreement, (y) the Residual Amount is
          available (or will be available) to fund the applicable JIB Purchase Option as determined by the Manager in accordance with the Managing Standard or (z) the exercise of such option constitutes a permitted investment in Eligible Assets sourced
          from funds representing Insurance/Condemnation Proceeds or Asset Disposition Proceeds in accordance with the Indenture, to the extent funds are available after the reimbursements and prepayments are made pursuant to Section 5.12(i)(A) through (C)
          of the Base Indenture.

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

    (d) Election of Controlling Class Representative.  Pursuant to Section 11.01(d) of the
        Base Indenture, if two CCR Candidates both receive votes from Controlling Class Members holding beneficial interests in exactly 50% of the Aggregate Outstanding Principal Amount of Notes of the Controlling Class with respect to which votes were
        submitted, the Manager shall choose the Controlling Class Representative from one of such CCR Candidates.

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

    Section 2.6            Compensation and Expenses.  As compensation for the performance of its obligations under this Agreement, the
        Manager shall receive the Weekly Management Fee and the Supplemental Management Fee, if any, on each Weekly Allocation Date out of amounts available therefor under the Indenture on such Weekly Allocation Date in accordance with the Priority of
        Payments.  In addition to the foregoing fees, the Manager is entitled to receive (i) Excluded Amounts received from  Franchisees relating to corporate services provided by the Manager to the Franchisees, including repairs and maintenance, value
        card administration, employee training, point-of-sale system maintenance and support, upfront onboarding fees and maintenance of other information technology systems and (ii) equivalent amounts from JIB Properties for corporate services provided by
        the Manager to JIB Properties similar to those received from Franchisees pursuant to clause (i).  The Manager is required to pay from its own funds all expenses it may incur
        in performing its obligations hereunder.

    Section 2.7              Indemnification.

    (a) The Manager agrees to indemnify and hold harmless each of the Securitization Entities, the Trustee,
          the Back‐Up Manager and the Servicer (both in its capacity as Servicer and as Control Party) and their respective members, officers, directors, managers, employees and agents (each, an “Indemnitee”) for all claims, losses, penalties,
          fines, forfeitures, liabilities, obligations, damages, actions, suits and related costs and judgments and other costs, fees and reasonable expenses, including reasonable and documented fees, out‐of‐pocket charges and disbursements of counsel
          (other than the allocated costs of in‐house counsel), that any of them may incur as a result of (i) the failure of the Manager to perform or observe its obligations under this Agreement or any other Related Document to which it is a party in its
          capacity as Manager, (ii) the breach by the Manager of any representation, warranty or covenant under this Agreement or any other Related Document to which it is a party in its capacity as Manager; or (iii) the Manager’s bad faith, negligence or
          willful misconduct in the performance of its duties under this Agreement and the other Related Documents; provided, however, that there shall be no indemnification under this Section 2.7(a) in
          respect of losses on the value of any Securitized AssetsAsset for a breach of any representation, warranty or covenant relating to any New Asset provided in Article



        V so long as the Manager has complied with Section 2.7(b) and Section
        2.7(c) hereunder; provided, further, that the Manager shall have no obligation of indemnity to an Indemnitee to the extent any such claims, losses, penalties, fines, forfeitures, liabilities,
          obligations, damages, actions, suits and related costs and judgments and other costs, fees and reasonable expenses are caused by the bad faith, gross negligence, willful misconduct, or breach of this Agreement by such Indemnitee (unless caused by
          the Manager with respect to a Securitization Entity).  In the event the Manager is required to make an indemnification payment pursuant to this Section 2.7(a)
          the Manager shall promptly pay such indemnification payment directly to the applicable Indemnitee (or, if due to a Securitization Entity, shall deposit such indemnification payment directly to the Collection Account).

    (b) In the event of a breach of any representation, warranty or covenant relating to any New Asset provided in Article V that is not remedied within thirty
        (30) days of the Manager having obtained Actual Knowledge of such breach or written notice thereof, the Manager shall promptly notify the Trustee and the Servicer and either (x) repurchase all of the Securitized Franchise Assets, Securitized
        Company Restaurants (and the related Securitized Company Restaurant Assets) or Real Estate Assets relating to such Securitized Restaurant for an amount equal to the related Indemnification Amount or to pay the Indemnification Amount to the
        applicable Securitization Entity and (y) reimburse the applicable Securitization Entity for the expenses related to defending or enforcing its rights in such Securitization IP; provided,
        that if the applicable breach affects only a portion of the Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) or Real Estate Assets relating to a Securitized Restaurant, without
        Material Adverse Effect on the cash flow generated by the unaffected Securitized Franchise Asset, Securitized Company Restaurant (and the related Securitized Company Restaurant Assets) or Real Estate Asset, the Manager shall only be required to
        repurchase or pay the Indemnification Amount with respect to the affected portion of such Securitized Franchise Asset, Securitized Company Restaurant (and the related Securitized Company Restaurant Assets) or Real Estate Asset.  Upon confirmation
        by the Trustee or the Servicer of the payment by the Manager of the Indemnification Amount to the Collection Account with respect to any Securitized Franchise Asset, Securitized Company Restaurant (and the related Securitized Company Restaurant
        Assets) or Real Estate Asset in accordance with the preceding sentence and all amounts, if any, owing at such time under Section 2.7(c) below, the applicable Securitization Entity shall, to the extent permitted by applicable law and subject to
        receipt of necessary landlord consents, assign all such Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) or Real Estate Assets to the Manager and the Manager shall accept
        assignment of such Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) or Real Estate Assets from the relevant Securitization Entity.  Such Securitization Entity shall, in such
        event, make all assignments of such Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company Restaurant Assets) and Real Estate Assets necessary to effect such assignment, as applicable.  Any such
        assignment by any Securitization Entity shall be without recourse to, or representation or warranty by, such Securitization Entity and such Securitized Franchise Assets, Securitized Company Restaurants (and the related Securitized Company
        Restaurant Assets) and Real Estate Assets shall no longer be subject to the Lien of the Indenture.

    
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    (c) In addition to the rights provided in Section 2.7(b), the Manager agrees to indemnify and hold each Indemnitee harmless if any action or proceeding (including
        any governmental investigation and/or the assessment of any fines or similar items) shall be brought or asserted against such Indemnitee in respect of a material breach of any representation, warranty or covenant relating to any New Asset provided
        in Article V to the extent provided in Section 2.7(a).

    (d) Any Indemnitee that proposes to assert the right to be indemnified under this Section 2.7 shall promptly, after receipt of notice of the commencement of any
        action, suit or proceeding against such party in respect of which a claim is to be made against the Manager, notify the Manager of the commencement of such action, suit or proceeding, enclosing a copy of all papers served.  In the event that any
        action, suit or proceeding shall be brought against any Indemnitee, such Indemnitee shall notify the Manager of the commencement thereof and the Manager shall be entitled to participate in, and to the extent that it shall wish, to assume the
        defense thereof, with its counsel reasonably satisfactory to such Indemnitee (which, in the case of a Securitization Entity, shall be reasonably satisfactory to the Control Party as well), and after notice from the Manager to such Indemnitee of its
        election to assume the defense thereof, the Manager shall not be liable to such Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the defense thereof; provided that the Manager shall not enter into any settlement with respect to any claim or proceeding unless such settlement
        includes a release of such Indemnitee from all liability on claims that are the subject matter of such settlement; and provided, further, that the Indemnitee shall have the right to employ its own counsel in any such action the defense of which is
        assumed by the Manager in accordance with this Section 2.7(d), but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (i) the employment of counsel by such Indemnitee has been specifically authorized by the
        Manager, (ii) the Manager is advised in writing by counsel to such Indemnitee or the Control Party that joint representation would give rise to a conflict of interest between such Indemnitee’s position and the position of the Manager in respect of
        the defense of the claim, (iii) the Manager shall have failed within a reasonable period of time to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to the Indemnitee in any such action or proceeding or
        (iv) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnitee and the Manager, and the Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to
        it which are different from or additional to those available to the Manager (in which case, the Indemnitee notifies the Manager in writing that it elects to employ separate counsel at the expense of the Manager, the reasonable fees and expenses of
        such Indemnitee’s counsel shall be borne by the Manager and the Manager shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnitee, it being understood, however, that the Manager shall not, in
        connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for such fees and expenses of
        more than one separate firm of attorneys at any time for the Indemnitee).  The provisions of this Section 2.7 shall survive the termination of this Agreement or the earlier resignation or removal of any party hereto; provided, however, that no Successor
        Manager shall be liable under this Section 2.7 with respect to any Defective New Asset or any other matter occurring prior to its succession hereunder.  Notwithstanding anything in this Section 2.7 to the contrary, any delay or failure by an
        Indemnitee in providing the Manager with notice of any action shall not relieve the Manager of its indemnification obligations except to the extent the Manager is materially prejudiced by such delay or failure of notice.

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

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

    Section 2.10          Appointment of Sub‐managers.  The Manager may enter into Sub‐managing Arrangements with third parties (including Affiliates) (each, a “Sub‐manager”) to provide the Services hereunder; provided, other than with respect to a Sub‐managing
        Arrangement with an Affiliate of the Manager, that no Sub‐managing Arrangement shall be effective unless and until (i) the Manager receives the consent of the Control Party, (ii) such Sub‐manager executes and delivers an agreement, in form and
        substance reasonably satisfactory to the Control Party, to perform and observe, or in the case of an assignment, an assumption by such successor entity of the due and punctual performance and observance of, the applicable covenants and conditions
        to be performed or observed by the Manager under this Agreement; provided that such Sub‐managing Arrangement shall be terminable by the Control Party upon a Manager
        Termination Event and shall contain transitional servicing provisions substantially similar to those provided in Section 6.3 and intellectual property provisions substantially similar to those provided in Section 6.4, (iii) a written notice has
        been provided to the Trustee and the Back‐Up Manager and (iv) such Sub‐managing Arrangement, or assignment and assumption by such Sub‐manager, satisfies the Rating Agency Condition.  Such Sub-managing Arrangements may include engaging a Non-Securitization Entity as its Sub-manager for purposes of making available to the applicable Securitization Entity any rights, assets and services under a Required
            Consent Agreement, as set forth in Section 5.4 hereof. The Manager shall not enter into any Sub‐managing Arrangement which delegates the performance of any fundamental business operations such as
        responsibility for the franchise development, operations and marketing strategies for the Jack in the Box Brand to any Person that is not an Affiliate without receiving the prior written consent of the Control Party.  The Manager may delegate to
        any Sub-manager administration of any Management Account, provided that prior to accepting instructions from such Sub-manager regarding any such Managed Account, the Trustee may require that such Sub-manager provide all applicable
        know-your-customer documentation required by the Trustee. Notwithstanding anything to the contrary herein or in any Sub‐managing Arrangement, the Manager shall remain primarily and directly liable for its obligations hereunder and in connection
        with any Sub‐managing Arrangement.

    
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    Section 2.11          Insurance/Condemnation Proceeds.  Upon receipt of any Insurance/Condemnation Proceeds, the Manager (on behalf of the
        Securitization Entities), in accordance with Section 5.11(a)(vi) of the Base Indenture, shall deposit or cause the deposit of such Insurance/Condemnation Proceeds to the Insurance Proceeds Account; provided that up to $1,000,000 of Insurance/Condemnation Proceeds in each calendar year may be excluded from payment into the Insurance Proceeds Account and will be treated as Collections for deposit into the
        Collection Account.  At the election of the Manager (on behalf of the applicable Securitization Entity) (as notified by the Manager to the Trustee, the Servicer, and the Back‐Up Manager promptly after receipt of the Insurance/Condemnation Proceeds)
        and so long as no Rapid Amortization Event shall have occurred and be continuing, the Manager (on behalf of the Securitization Entities) may reinvest such Insurance/Condemnation Proceeds in Eligible Assets and/or to repair or replace the assets in
        respect of which such proceeds were received within the applicable Casualty Reinvestment Period or otherwise direct such proceeds in the manner permitted by the Base Indenture; provided
        that in the event the Manager has purchased Eligible Assets or has repaired or replaced the assets with respect to which such Insurance/Condemnation Proceeds have been received prior to the receipt of such Insurance/Condemnation Proceeds, such
        Insurance/Condemnation Proceeds shall be used to reimburse the Manager for any expenditures in connection with such repair or replacement.

    Section 2.12           Permitted Asset Dispositions.  The Manager (acting on behalf of the Securitization Entities), in accordance with Section 8.16 of
        the Base Indenture and the Managing Standard, may dispose of property of the Securitization Entities from time to time.  To the extent required by the Base Indenture, upon receipt of any Asset Disposition Proceeds from any Permitted Asset
        Disposition, the Manager (on behalf of the Securitization Entities), in accordance with Section 5.11(a)(v) of the Base Indenture, shall deposit or cause the deposit of such Asset Disposition Proceeds to the Asset Disposition Proceeds Account.  At
        the election of the Manager (on behalf of the applicable Securitization Entity) and so long as no Rapid Amortization Event shall have occurred and be continuing, the Manager (on behalf of the Securitization Entities) may reinvest such Asset
        Disposition Proceeds in accordance with the Base Indenture.

    Section 2.13          Letter of Credit Reimbursement Agreement.  In the event that Jack in the Box or another Non-Securitization Entity has deposited cash
        collateral as security for its obligations under the Letter of Credit Reimbursement Agreement into a bank account maintained in the name of the Master Issuer, (i) any Non-Securitization Entity fails to make any payment to the Master Issuer when due
        under the Letter of Credit Reimbursement Agreement, the Manager shall withdraw the amount of such delinquent payment from such bank account within one Business Day of the due date of such payment under the Letter of Credit Reimbursement Agreement
        and deposit such amount into the Collection Account, and (ii) if the amount on deposit in such account exceeds an amount equal to 105% of the sum of (x) the aggregate exposure
        under all outstanding letters of credit under the Letter of Credit Reimbursement Agreement plus (y) the aggregate amount then due to the Master Issuer under Section 4 and
        Section 5 of the Letter of Credit Reimbursement Agreement, the Manager shall withdraw the amount of such excess from such account and pay such excess to the applicable Non-Securitization Entity.

    Section 2.14           Manager Advances.  The Manager may, but is not obligated to, make Manager Advances to, or on behalf of, any
        Securitization Entity in connection with the operation of the Securitized Franchised Restaurant Business, the Securitized Company Restaurant Business and the business of the Securitization Entities.  Manager Advances will accrue interest at the
        Advance Interest Rate and shall be reimbursable on each Weekly Allocation Date in accordance with the Priority of Payments.

    
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    ARTICLE III

      

      STATEMENTS AND REPORTS

    Section 3.1              Reporting by the Manager.

    (a) Reports Required Pursuant to the Indenture.  The Manager, on behalf of the Securitization
          Entities, shall furnish, or cause to be furnished, to the Trustee and such other parties as may be required under Article
            IV of the Base Indenture, all reports and notices required to be delivered to the Trustee and such other parties by any Securitization Entity pursuant to the Indenture (including
          pursuant to Article IV of the Base Indenture) or any other Related Document.

    (b) Delivery of Financial Statements.  The Manager shall provide the financial statements
        of Jack in the Box Inc. and the Securitization Entities as required under Section 4.01(g) and (h) of the Base Indenture.

    (c) Franchisee Termination Notices.  The Manager shall send to the Trustee, the Servicer
        and the Back‐Up Manager, as soon as reasonably practicable but in no event later than fifteen (15) Business Days of the receipt thereof, a copy of any notices of termination of one or more Securitized Franchise Agreements sent by the Manager on
        behalf of the Franchisor to any Franchisee unless (i) the related Securitized Franchised Restaurant(s) generated less than $500,000 in royalties during the immediately preceding fiscal year or (ii) the related Securitized Franchised Restaurant(s)
        continue to operate pursuant to a New Securitized Franchise Agreement between the Franchisor or the Manager on its behalf and such Franchisee.

    (d) Notice Regarding Securitized Leases.  In the event that any Securitization Entity, or
        the Manager on behalf of any Securitization Entity, receives any written notice from a lessor of any Securitized Lease regarding the lack of payment or alleging any breach, violation or default under the applicable Securitized Lease or action be
        taken to remedy a material breach, violation or default, excluding any such notice in respect of non‐monetary breach, violation or default as to which the Manager is contesting or expects to contest in good faith, the Manager shall promptly, but in
        any event within fifteen (15) Business Days from such receipt, notify the Trustee and the Servicer, unless cured within such period.

    (e) Additional Information; Access to Books and Records.  The Manager shall furnish from
        time to time such additional information regarding the Securitized Assets or compliance with the covenants and other agreements of Jack in the Box Inc. and any Securitization Entity under the Related Documents as the Trustee, the Back‐Up Manager or
        the Servicer may reasonably request, subject to compliance with applicable law.  The Manager shall, and shall cause each Securitization Entity to, permit, at reasonable times upon reasonable notice, the Servicer, the Controlling Class
        Representative and the Trustee or any Person appointed by any of them as its agent to visit and inspect any of its properties, examine its books and records and discuss its affairs with its officers, directors, managers, employees and independent
        certified public accountants, and up to one such visit and inspection by each of the Servicer, the Controlling Class Representative and the Trustee, or any Person appointed by them shall be reimbursable as a Securitization Operating Expense per
        calendar year, with any additional visit or inspection by any such Person being at such Person’s sole cost and expense; provided, however that during the continuance of a Warm Back‐Up Management Trigger Event, a Rapid Amortization Event, a Default, or an
        Event of Default, or to the extent expressly required without the instruction of any other party under the terms of any Related Documents, any such Person may visit and conduct such activities at any time and all such visits and activities shall
        constitute a Securitization Operating Expense.  Notwithstanding the foregoing, the Manager shall not be required to disclose or make available communications protected by the attorney‐client privilege.

    
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    (f) Leadership Team Changes.  The Manager shall promptly notify the Trustee, the Back‐Up
        Manager and the Servicer of any termination or resignation of any Persons included in the Leadership Team that occurs within 12 months following a Change of Control.

    (g) Instructions as to Withdrawals and Payments. The Manager, on behalf of the
        Securitization Entities, shall furnish, or cause to be furnished, to the Trustee or the Paying Agent, as applicable, written instructions to make withdrawals and payments from the Collection Account or any other Base Indenture Accounts or any
        Series Account, as contemplated herein, in the Base Indenture or in any Series Supplement.  The Trustee and Paying Agent shall follow any such written instructions in accordance with the terms and conditions of the Base Indenture and any applicable
        Series Supplement.

    Section 3.2            Appointment of Independent Auditor.  On or before the Closing Date, the Securitization Entities shall appoint a
        firm of independent public accountants of recognized national reputation that is reasonably acceptable to the Control Party to serve as the independent auditors (“Independent Auditors”)



        for purposes of preparing and delivering the reports required by Section 3.3.  It is hereby acknowledged that the accounting firm of KPMG LLP is acceptable for purposes of serving as Independent Auditors.  The Securitization Entities may not remove
        the Independent Auditors without first giving thirty (30) days’ prior written notice to the Independent Auditors, with a copy of such notice also given concurrently to the Trustee, each Rating Agency, the Control Party, the Manager (if applicable)
        and the Servicer.  Upon any resignation by such firm or removal of such firm, the Securitization Entities shall promptly appoint a successor thereto that shall also be a firm of independent public accountants of recognized national reputation to
        serve as the Independent Auditors hereunder.  If the Securitization Entities shall fail to appoint a successor firm of Independent Auditors within thirty (30) days after the effective date of any such resignation or removal, the Control Party shall
        promptly appoint a successor firm of independent public accountants of recognized national reputation that is reasonably satisfactory to the Manager to serve as the Independent Auditors hereunder.  The fees of any Independent Auditors shall be
        payable by the Securitization Entities.

    Section 3.3             Annual Accountants’ Reports.  The Manager shall furnish, or cause to be furnished to the Trustee, the Servicer and, each Rating
        Agency, and the Back-Up
            Manager (to the extent the Back-Up Manager is not providing such report), within one hundred twenty (120) days after the end of each fiscal year of the Manager, commencing with the fiscal year ending on or about September 30, 2019, 
        (i) a report of the Independent Auditors (who may also render other services to the Manager) or the Back‐Up Manager summarizing the findings of a set of agreed‐upon procedures performed by the Independent Auditors or the Back‐Up Manager with
        respect to compliance with the Quarterly Noteholders’ Reports for such fiscal year (or other period) with the standards set forth herein, and (ii) a report of the Independent Auditors or the Back‐Up Manager to the effect that such firm has examined
        the assertion of the Manager’s management as to its compliance with its management requirements for such fiscal year (or other period), and that (x) in the case of the Independent Auditors, such examination was made in accordance with standards
        established by the American Institute of Certified Public Accountants and (y) except as described in the report, management’s assertion is fairly stated in all material respects.  In the case of the Independent Auditors, the report will also
        indicate that the firm is independent of the Manager within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants (each, an “Annual
            Accountants’ Report”).  In the event such Independent Auditors require the Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 3.3, the Manager shall
        direct the Trustee in writing to so agree as to the procedures described therein; it being understood and agreed that the Trustee shall deliver such letter of agreement (which shall be in a form satisfactory to the Trustee) in conclusive reliance
        upon the direction of the Manager, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

    
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    Section 3.4             Available Information.  The Manager, on behalf of the Securitization Entities, shall make available the information
        requested by prospective purchasers necessary to satisfy the requirements of Rule 144A under the 1933 Act, as amended.  The Manager shall deliver such information, and shall promptly deliver copies of all Quarterly Noteholders’ Reports and Annual
        Accountants’ Reports, to the Trustee as contemplated by Section 4.01 of the Base Indenture, to enable the Trustee to redeliver such information to purchasers or prospective purchasers of the Notes as contemplated by Section 4.04 of the Base
        Indenture.

    ARTICLE IV

     

      

    THE MANAGER

     

      

    Section 4.1                    Representations and Warranties Concerning the Manager.  The Manager represents and warrants to each Securitization Entity, the Trustee and the Servicer, as of the Closing
        Date (except if otherwise expressly noted), as follows: 

     

      

    (a) Organization and Good Standing.  The Manager (i) is a corporation, duly formed and
        organized, validly existing and in good standing under the laws of the State of Delaware, (ii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property,
        the nature of its business or the performance of its obligations under the Related Documents make such qualification necessary and (iii) has the power and authority (x) to own its properties and to conduct its business as such properties are
        currently owned and such business is currently conducted and (y) to perform its obligations under this Agreement, except in each case referred to in clause (ii) to the extent
        that a failure to do so would not reasonably be expected to result in a Material Adverse Effect on the Manager.

     

      

    (b) Power and Authority; No Conflicts.  The execution and delivery by the Manager of this
        Agreement and its performance of, and compliance with, the terms hereof are within the power of the Manager and have been duly authorized by all necessary corporate action on the part of the Manager.  Neither the execution and delivery of this
        Agreement, nor the consummation of the transactions herein, nor compliance with the provisions hereof, shall conflict with or result in a breach of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute
        a default) under, any order of any Governmental Authority or any of the provisions of any Requirement of Law binding on the Manager or its properties, or the charter or bylaws or other organizational documents of the Manager, or any of the
        provisions of any material indenture, mortgage, lease, contract or other instrument to which the Manager is a party or by which it or its property is bound or result in the creation or imposition of any Lien upon any of its property pursuant to the
        terms of any such indenture, mortgage, leases, contract or other instrument, except to the extent such default, creation or imposition would not reasonably be expected to result in a Material Adverse Effect on the Manager, the Securitized Assets,
        or the Securitization Entities.

      

    (c) Consents.  Except (i) for registrations as a franchise broker or franchise sales agent
        as may be required under state franchise statutes and regulations, (ii) to the extent that a state or foreign franchise law requires filing and other compliance actions by virtue of considering the Manager as a “subfranchisor”, (iii) for any
        consents, licenses, approvals, authorizations, registrations, notifications, waivers or declarations that have been obtained or made and are in full force and effect and (iv) to the extent that a failure to do so would not reasonably be expected to
        result in a Material Adverse Effect on the Manager, the Securitized Assets or the Securitization Entities, the Manager is not required to obtain the consent of any other party or the consent, license, approval or authorization of, or file any
        registration or declaration with, any Governmental Authority in connection with the execution, delivery or performance by the Manager of this Agreement, or the validity or enforceability of this Agreement against the Manager.

    
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  (d) Due Execution and Delivery.  This Agreement has been duly executed and delivered by the
      Manager and constitutes a legal, valid and binding obligation of the Manager enforceable against the Manager in accordance with its terms (subject to applicable insolvency laws and to general principles of equity).

    

  (e) No Litigation.  There are no actions, suits, investigations or proceedings pending or,
      to the Actual Knowledge of the Manager, threatened against or affecting the Manager, before or by any Governmental Authority having jurisdiction over the Manager or any of its properties or with respect to any of the transactions contemplated by this
      Agreement (i) asserting the illegality, invalidity or unenforceability, or seeking any determination or ruling that would affect the legality, binding effect, validity or enforceability of this Agreement or (ii) which would reasonably be expected to
      result in a Material Adverse Effect on the Manager, the Securitized Assets or the Securitization Entities.

  
    (f) Compliance with Requirements of Law.  The Manager is in compliance with all
        Requirements of Law except to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Manager, the Securitized Assets or the Securitization Entities.

    (g) No Default.  The Manager is not in default under any agreement, contract, instrument
        or indenture to which the Manager is a party or by which it or its properties is or are bound, or with respect to any order of any Governmental Authority, except to the extent such default would not reasonably be expected to result in a Material
        Adverse Effect on the Manager or the Securitized Assets; and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to
        any such order of any Governmental Authority.

    (h) Taxes.  The Manager has filed or caused to be filed and shall file or cause to be
        filed all federal tax returns and all material state and other tax returns that are required to be filed except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.  The Manager has paid or caused to
        be paid, and shall pay or cause to be paid, all taxes owed by the Manager pursuant to said returns or pursuant to any assessments made against it or any of its property (other than any amount of tax the validity of which is currently being
        contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Manager).

    (i) Accuracy of Information.  No written report, financial statements, certificate or
        other information furnished (other than projections, budgets, other estimates and general market, industry and economic data) to the Servicer by or on behalf of the Manager in connection with the transactions contemplated hereby or pursuant to any
        provision of this Agreement or any other Related Document (when taken together with all other information furnished by or on behalf of the Manager to the Servicer), contains any material misstatement of fact as of the date furnished or omits to
        state any material fact necessary to make the statements therein not materially misleading in each case when taken as a whole and in the light of the circumstances under which they were made; and with respect to its projected financial information,
        the Manager represents only that such information was prepared in good faith based on assumptions believed to be reasonable at the time.

    (j) Financial Statements.  As of the Closing Date, the audited consolidated financial
        statements in the annual report on Form 10-K of Jack in the Box for the fiscal year ended September 30, 2018 incorporated by reference in the offering memorandum for the Notes (i) present fairly in all material respects the financial condition of
        Jack in the Box and its Subsidiaries as of such date, and the results of operations for the period then ended and (ii) were prepared in accordance with GAAP (except as otherwise stated therein) applied consistently through the periods involved.

    
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    (k) No Material Adverse Change.  Since September 30, 2018, there has been no development
        or event that has had or would reasonably be expected to result in a Material Adverse Effect on the Manager or the Securitized Assets.

    (l) ERISA.  During the five-year period prior to the date on which this representation is
        made or deemed made with respect to any Pension Plan, no ERISA Event has occurred which would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (i) no
        Multiemployer Plan is insolvent (as defined in Section 4245 of ERISA) and (ii) no non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Benefit Plan, other than
        transactions effected pursuant to a statutory or administrative exemption. Except as would not reasonably be expected to result in a Material Adverse Effect, each such Employee Benefit Plan that is intended to be qualified under Section 401(a) of
        the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

    (m) No Manager Termination Event.  No Manager Termination Event has occurred or is
        continuing, and, to the Actual Knowledge of the Manager, there is no event which, with notice or lapse of time, or both, would constitute a Manager Termination Event.

    (n) Location of Records.  The offices at which the Manager keeps its records concerning
        the Securitized Assets are located at the addresses indicated in Section 8.5.

    (o) DISCLAIMER.  EXCEPT FOR THE MANAGER’S REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN
        AND IN ANY OTHER RELATED DOCUMENT, THE MANAGER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SUBJECT MATTER HEREOF TO ANY OTHER PARTY, AND EACH PARTY EXPRESSLY DISCLAIMS
        ANY IMPLIED WARRANTIES, INCLUDING WARRANTY OF TITLE, NON‐INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

    (p) Due Qualification. Except for registrations as a franchise broker or franchise sales
        agent as may be required under state or foreign franchise statutes and regulations and except to the extent that a state or foreign franchise law requires filing and other compliance actions by virtue of the Manager’s performance of Services on
        behalf of Franchisor in connection with Franchisees and the Securitized Franchise Agreements, the Manager has obtained or made all material licenses, registrations, consents, approvals, waivers and notifications of creditors, lessors and other
        Persons, in each case, in connection with the execution and delivery of this Agreement by the Manager, and the consummation by the Manager of all the transactions herein contemplated to be consummated by the Manager and the performance of its
        obligations hereunder except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

    Section 4.2                Existence; Status as Manager.  Jack in the Box Inc., as the Manager, shall (a) keep in full effect its existence
        under the laws of the state of its incorporation, (b) maintain all rights and privileges necessary or desirable in the normal conduct of its business and the performance of its obligations hereunder except to the extent that failure to do so
        individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect and (c) obtain and preserve its qualification to do business in each jurisdiction in which the failure to so qualify either individually or in
        the aggregate would reasonably be expected to result in a Material Adverse Effect.

    
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    Section 4.3                Performance of Obligations.

    (a) Performance.  The Manager shall perform and observe all of its obligations and
        agreements contained in this Agreement and the other Related Documents in accordance with the terms hereof and thereof and in accordance with the Managing Standard.

    (b) Special Provisions as to Securitization IP.

    
      
        (i) The Manager acknowledges and agrees that the Franchisor has the right and duty to control the manner in which the Securitization IP 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 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 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 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 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 Jack in the Box Brand which are not in use on the date 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 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 the Franchisor, with
          respect to Securitization IP, at the Franchisor’s written request from time to time, with copies of Securitized Franchise Documents and other sublicenses, samples of products and materials bearing the Trademarks included in the Securitization IP
          used by Franchisees and other licensees and sublicensees. Nothing in this Agreement shall limit the 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 a non‐exclusive, 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 Intellectual Property included in the Securitization IP pursuant to the foregoing licenses, 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 Intellectual Property pertains, as if such provisions were incorporated by reference herein.

        
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        (1) Preservation of Quality.  The Manager agrees that all uses of any Trademarks included
            in the Securitization IP, and all materials, products and services offered by or on behalf of the Franchisor, in connection with such Trademarks or pursuant to this Section 4.3(b),
            shall, unless otherwise approved or directed by Franchisor, (i) be under the control of Franchisor; (ii) comply with all applicable laws;  (iii) comply with and be of a high quality that is at least as high as those standards and reputation for
            quality of those comparable materials, products and services being offered under the such Trademarks as of the Closing Date; and (iv) not be used in connection with any goods or services that materially deviate from quality control standards
            and specifications promulgated by Franchisor from time to time for such materials, products and services.

      

    

    
      
        (2) Inspections.  The Manager will ensure that the nature and quality of the materials,
            products and services offered by or on behalf of the Manager in connection with Section 4.3(b) hereof meet the quality standards described in Section 4.3(b)(ii)(1), including performing reasonable inspections of the materials, products and services provided by the Manager in connection with Section 4.3(b)(ii)(1) hereof.  Upon Franchisor’s reasonable request, the Manager shall provide Franchisor or its designee with samples of materials, products and services provided under Section 4.3(b)(ii)(1) hereof and Franchisor or its designee shall have the right upon reasonable notice to inspect any facility where such materials, products and services are
            provided, manufactured, handled or stored.

      

    

    
      
        (3) Cessation of Injurious Activity.  If Franchisor determines, in its reasonable judgment,
            that any business, product, service, advertising or promotional program or material used or planned to be used by the Manager may be or is directly or indirectly injurious or prejudicial to or would reasonably be expected to tarnish the image
            of or disparage any of the Trademarks included in the Securitization IP, the goodwill arising therefrom or Franchisor’s rights thereto, or otherwise does not meet the standards described in Section 4.3(b)(ii)(1), then the Manager shall cease such use within a reasonable period of time following the receipt of notice from Franchisor.  The Manager further acknowledges that its failure to adhere
            to the quality standards as required by this Agreement in any material respect is a material breach of this Agreement, subject to the provisions of Section 6.1(a), and
            shall entitle the Franchisor to injunctive relief against the Manager and other equitable remedies.

      

    

    (c) Independent Contractor.  In performing its obligations as manager hereunder, the Manager acts solely as an independent
          contractor of the Securitization Entities, except to the extent the Manager is deemed to be an agent of the Securitization Entities by virtue of engaging in franchise sales activities, as a broker, or receiving payments on behalf of the
          Securitization Entities, as applicable.  Nothing in this Agreement shall, or shall be deemed to, create or constitute any joint venture, partnership, employment, or any other relationship between the Securitization Entities and the Manager other
          than the independent contractor contractual relationship established hereby.  Nothing herein shall be deemed to vest in the Manager title to, or ownership or property interest in, any of the Securitization IP.  Except as otherwise provided herein
          or in the other Related Documents, the Manager shall not be, nor shall be deemed to be, liable for any acts or obligations of the Securitization Entities, the Trustee, the Back‐Up Manager or the Servicer.

    (d) Right to Receive Instructions.  Without limiting the Manager’s obligations under
        Section 4.3(b) above, in the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Related Documents or any Managed Documents, or any such
        provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Related Document or any Managed
        Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party
        for written instructions in accordance with the Indenture and the other Related Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, received from the Control
        Party with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under
        no obligation to provide any such instruction if it is unable to decide between alternative courses of action.  Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days
        of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Related Documents, as
        the Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities.  The Manager shall have no liability to any Secured Party or the Controlling Class Representative for such action or inaction taken in reliance
        on the preceding sentence except for the Manager’s own bad faith, negligence or willful misconduct.

    
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    (e) Limitation on Manager’s Duties and Responsibilities.

    
      
        (i) The Manager shall not have any duty or obligation to manage, make any payment in respect of, register, record, sell, reinvest, dispose of, create, perfect or maintain title to, or any security interest in, or
          otherwise deal with the Securitized Assets, to prepare or file any report or other document or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Manager is a party,
          except as expressly provided by the terms of this Agreement or the other Related Documents and consistent with the Managing Standard, and no implied duties or obligations shall be read into this Agreement against the Manager.  The Manager
          nevertheless agrees that it shall, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens (other than Permitted Liens) on any part of the Securitized Assets which result from valid claims against the
          Manager personally whether or not related to the ownership or administration of the Securitized Assets or the transactions contemplated by the Related Documents.

      

    

    
      
        (ii) Except as otherwise set forth herein and in the other Related Documents, the Manager shall have no responsibility under this Agreement other than to render the Services in good faith and consistent with the
          Managing Standard.

      

    

    
      
        (iii) The Manager shall not manage, control, use, sell, reinvest, dispose of or otherwise deal with any part of the Securitized Assets except in accordance with the powers granted to, and the authority conferred
          upon, the Manager pursuant to this Agreement or the other Related Documents.

      

    

    (f) Limitations on the Manager’s Liabilities, Duties and Responsibilities.  Subject to
        Section 2.7 and except for any loss, liability, expense, damage, action, suit or injury arising out of, or resulting from, (i) any breach or default by the Manager in the observance or performance of any of its agreements contained in this
        Agreement or any other Related Document to which it is a party in its capacity as Manager, (ii) the breach by the Manager of any representation, warranty or covenant made by it herein or in any other Related Document to which it is a party in its
        capacity as Manager or (iii) acts or omissions constituting the Manager’s own bad faith, negligence or willful misconduct, in the performance of its duties hereunder or under any other Related Documents to which it is a party in its capacity as
        Manager, neither the Manager nor any of its Affiliates (other than any Securitization Entity), managers, officers, members or employees shall be liable to any Securitization Entity, the Noteholders or any other Person under any circumstances,
        including, without limitation:

    
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        (i) for any action taken or omitted to be taken by the Manager in good faith in accordance with the instructions of the Trustee or the Control Party;

      

    

    
      
        (ii) for any representation, warranty, covenant, agreement or Indebtedness of any Securitization Entity under the Notes, any other Related Documents or the Managed Documents, or for any other liability or obligation
          of any Securitization Entity;

      

    

    
      
        (iii) for the validity or sufficiency of this Agreement or the due execution hereof by any party hereto other than the Manager, or the form, character, genuineness, sufficiency, value or validity of any part of the
          Securitized Assets (including, without limitation, the creditworthiness of any Franchisee, lessee or other obligor thereunder), or for, or in respect of, the validity or sufficiency of the Related Documents;

      

    

    
      
        (iv) for any action or inaction of the Trustee, the Back‐Up Manager or the Servicer or for the performance of, or the supervision of the performance of, any obligation under this Agreement or any other Related
          Document that is required to be performed by the Trustee, the Back‐Up Manager or the Servicer; and

      

    

    
      
        (v) for any error of judgment made in good faith that does not violate the Managing Standard.

      

    

    (g) No Financial Liability.  No provision of this Agreement (other than Section 2.6, 2.7, 4.3(e)(i) and 4.3(f)) shall require the Manager to expend or risk its funds or otherwise incur any financial liability in the performance of any
          of its rights or powers hereunder, if the Manager shall havehas reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or
          liability is not compensated by the payment of the Weekly Management Fees and is otherwise not reasonably assured or provided to the Manager.  Further, the Manager shall not be obligated to perform any additional services not enumerated or
          otherwise contemplated hereunder, unless the Manager determines that it is more likely than not that it shall be reimbursed for all of its expenses incurred in connection with such performance.  The Manager shall not be liable under the Notes and
          shall not be responsible for any amounts required to be paid by the Securitization Entities under or pursuant to the Indenture.

    (h) Reliance.  The Manager may, reasonably and in good faith, conclusively rely on, and
        shall be protected in acting or refraining from acting when doing so, in each case in accordance with any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably
        believed by it to be genuine and believed by it to be signed by the proper party or parties other than its Affiliates.  The Manager may reasonably accept a certified copy of a resolution of the board of directors or other governing body of any
        corporate or other entity other than its Affiliates as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner or ascertainment of which is not
        specifically prescribed herein, the Manager may in good faith for all purposes hereof reasonably rely on a certificate, signed by any Authorized Officer of the relevant party, as to such fact or matter, and such certificate reasonably relied upon
        in good faith shall constitute full protection to the Manager for any action taken or omitted to be taken by it in good faith in reliance thereon.

    (i) Consultations with Third Parties; Advice of Counsel.  In the exercise and performance
        of its duties and obligations hereunder or under any of the Related Documents, the Manager (A) may act directly or through agents or attorneys pursuant to agreements entered into with any of them; provided that the Manager shall remain primarily liable hereunder for the acts or omissions of such agents or attorneys and (B) may, at the expense of the Manager, consult with external counsel or accountants
        selected and monitored by the Manager in good faith and in the absence of negligence, and the Manager shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such external
        counsel or accountants with respect to legal or accounting matters.

    
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    Section 4.4                Merger and Resignation.

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

    (b) Resignation.  The Manager shall not resign from the rights, powers, obligations and
        duties hereby imposed on it except upon determination that (A) the performance of its duties hereunder is no longer permissible under applicable law and (B) there is no reasonable action that the Manager could take to make the performance of its
        duties hereunder permissible under applicable law.  Any such determination permitting the resignation of the Manager pursuant to clause (A) above shall be evidenced by an
        Opinion of Counsel to such effect, delivered to the Trustee, the Back‐Up Manager and the Control Party.  No such resignation shall become effective until a Successor Manager shall have been appointed by the Control Party (acting at the direction of
        the Controlling Class Representative) and shall have assumed the responsibilities and obligations of the Manager in accordance with Section 6.1(b).  The Trustee, the Securitization Entities, the Back‐Up Manager, the Control Party, the Servicer and
        each Rating Agency shall be notified of such resignation in writing by the Manager.  From and after such effectiveness, the Successor Manager shall be, to the extent of the assignment, the “Manager” hereunder.  Except as provided above in this
        Section 4.4 the Manager may not assign this Agreement or any of its rights, powers, duties or obligations hereunder.

    (c) Term of Manager’s Obligations.  Except as provided in Section 4.4(a) and Section
        4.4(b), the duties and obligations of the Manager under this Agreement shall commence on the date hereof and continue until this Agreement shall have been terminated as provided in Section 6.1 or Section 8.1, and shall survive the exercise by any
        Securitization Entity, the Trustee or the Control Party of any right or remedy under this Agreement (other than the right of termination pursuant to Section 6.1), or the enforcement by any Securitization Entity, the Trustee, the Servicer, the
        Back‐Up Manager, the Control Party, the Controlling Class Representative or any Noteholder of any provision of the Indenture, the Notes, this Agreement or the other Related Documents.

    Section 4.5               Notice of Certain Events.  The Manager shall give written notice to the Trustee, the Back‐Up Manager, the Servicer
        and each Rating Agency promptly upon the occurrence of any of the following events (but in any event no later than five (5) Business Days after the Manager has Actual Knowledge of the occurrence of such an event):  (a) the occurrence of an ERISA
        Event, that individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect; (b) a Manager Termination Event, an Event of Default, a Hot Back‐Up Management Trigger Event (as defined in the Back‐Up Management
        Agreement), a Class A-1 Notes Amortization Event, a Warm Back‐Up Management Trigger Event (as defined in the Back‐Up Management Agreement) or Rapid Amortization Event or any event which would, with the passage of time or giving of notice or both,
        would become one or more of the same; or (c) any action, suit, investigation or proceeding pending or, to the Actual Knowledge of the Manager, threatened against or affecting the Manager, before or by any court, administrative agency, arbitrator or
        governmental body having jurisdiction over the Manager or any of its properties either asserting the illegality, invalidity or unenforceability of any of the Related Documents, seeking any determination or ruling that would affect the legality,
        binding effect, validity or enforceability of any of the Related Documents or that would reasonably be expected to result in a Material Adverse Effect.

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

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

    
      
        (a) the books and records of the Securitization Entities shall be maintained separately from those of the Manager and each of the other Non-Securitization Entities;

      

    

    
      
        (b) the Manager shall observe (and shall cause each of the other Non-Securitization Entities to observe) corporate and limited liability company formalities in its dealings with any
          Securitization Entity;

      

    

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

      

    

    
      
        (d) except as contemplated under Section 2.1(g) and Section
              2.4(b)(iii) of this Agreement or otherwise set forth in the Base Indenture, the Manager shall not (and shall not permit any of the other Non-Securitization Entities to) commingle its funds with any funds of any Securitization
          Entity; provided that the foregoing shall not prohibit the Manager or any successor to or assignee of the Manager from holding funds of the Securitization Entities in its
          capacity as Manager for such entity in a segregated account identified for such purpose;

      

    

    
      
        (e) the Manager shall (and shall cause each of the other Non-Securitization Entities to) maintain arm’s length relationships with each Securitization Entity, and each of the Manager and each of
          the other Non-Securitization Entities shall be compensated at market rates for any services it renders or otherwise furnishes to any Securitization Entity, it being understood that the Weekly Management Fee, the Supplemental Management Fee and
          this Agreement are representative of such arm’s length relationship;

      

    

    
      
        (f) the Manager shall not be, and shall not hold itself out to be, liable for the debts of any Securitization Entity or the decisions or actions in respect of the daily business and affairs of
          any Securitization Entities and the Manager shall not permit any Securitization Entities to hold the Manager out to be liable for the debts of such Securitization Entity or the decisions or actions in respect of the daily business and affairs of
          such Securitization Entity; provided that the foregoing shall not prohibit the Manager from maintaining liability in respect of any Contributed Securitized Company
          Restaurant Third-Party Leases or Contributed Securitized JIB Back-to-Back Lease for which the related third-party landlord has failed or refused as of the Closing Date to release the Manager thereunder; and

        
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        (g) upon an officer or other responsible party of the Manager obtaining Actual Knowledge that any of the foregoing provisions in this Section 4.7 has been breached or violated in any material
          respect, the Manager shall promptly notify the Trustee, the Back‐Up Manager, the Control Party and each Rating Agency of same and shall take such actions as may be reasonable and appropriate under the circumstances to correct and remedy such
          breach or violation as soon as reasonably practicable under such circumstances.

      

    

    ARTICLE V
      

      

      REPRESENTATIONS, WARRANTIES AND COVENANTS

    Section 5.1                Representations and Warranties Made in Respect of New Assets.  The Manager may cause the applicable Securitization
        Entity to enter into or acquire the New Assets after the Closing Date and will make the following representations and warranties for the respective New Assets as required in this Section
            5.1.

    (a) New Securitized Franchise Agreements. As of the applicable New Asset Addition Date
        with respect to a New Securitized Franchise Agreement acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i) such New Securitized
        Franchise Agreement does not contain terms and conditions that are reasonably expected to result in (A) a material decrease in the amount of Collections or Retained Collections, taken as a whole, (B) a material adverse change in the nature, quality
        or timing of Collections, taken as a whole, or (C) a material adverse change in the types of underlying assets generating Collections, taken as a whole, in each case when compared to the amount, nature or quality of, or types of assets generating
        Collections that would have been reasonably expected to result had such New Securitized Franchise Agreement been entered into in accordance with the then‐current Securitized Franchise Documents; (ii) such New Securitized Franchise Agreement is
        genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general
        principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (iii) such New Securitized Franchise Agreement complies in all material respects with all applicable Requirements of Law;
        (iv) the Franchisee related to such New Securitized Franchise Agreement is not, to the Actual Knowledge of the Manager, the subject of a bankruptcy proceeding; (v) royalty fees payable pursuant to such New Securitized Franchise Agreement are
        payable by the related Franchisee at least monthly; (vi) except as required by applicable Requirements of Law, such New Securitized Franchise Agreement contains no contractual rights of set‐off; and (vii) except as required by applicable
        Requirements of Law, such New Securitized Franchise Agreement is freely assignable by the applicable Securitization Entities.

    (b) New Securitized Development Agreements. As of the applicable New Asset Addition Date
        with respect to a New Securitized Development Agreement acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i) such New Securitized
        Development Agreement does not contain terms and conditions that are reasonably expected to result in (A) a material decrease in the amount of Collections or Retained Collections, taken as a whole, (B) a material adverse change in the nature,
        quality or timing of Collections, taken as a whole, or (C) a material adverse change in the types of underlying assets generating Collections, taken as a whole, in each case when compared to the amount, nature or quality of, or types of assets
        generating Collections that would have been reasonably expected to result had such New Securitized Development Agreement been entered into in accordance with the then‐current Securitized Franchise Documents; (ii) such New Securitized Development
        Agreement is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws
        and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (iii) such New Securitized Development Agreement complies in all material respects with all applicable
        Requirements of Law; (iv) the Franchisee related to such New Securitized Development Agreement is not, to the Actual Knowledge of the Manager, the subject of a bankruptcy proceeding; (v) except as required by applicable Requirements of Law, such
        New Securitized Development Agreement contains no contractual rights of set‐off; and (vi) except as required by applicable Requirements of Law, such New Securitized Development Agreement is freely assignable by the applicable Securitization
        Entities.

    
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    (c) New  Securitized Company Restaurant Assets.  As of the applicable New Asset Addition
        Date, with respect to each Securitized Company Restaurant Asset acquired on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Servicer that:  (i) the applicable Securitization
        Entity owns full legal and equitable title to each such Securitized Company Restaurant Asset, free and clear of any Lien (other than Permitted Liens) and (ii) the addition of such Securitized Company Restaurant Asset could not be reasonably
        expected to have a Material Adverse Effect.

    (d) New Securitized Franchisee Notes.  As of the applicable New Asset Addition Date with
        respect to a New Securitized Franchisee Note acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i)  such agreement is genuine, and
        is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles
        of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (ii) such agreement complies in all material respects with all applicable Requirements of Law; (iii) the Franchisee related to such
        agreement is not the subject of a bankruptcy proceeding; and (iv) except as required by applicable Requirements of Law, such agreement is freely assignable by the applicable Securitization Entities.

    (e) New Securitized Owned Real Property.  As of the applicable New Asset Addition Date
        with respect to New Securitized Owned Real Property acquired on such date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i) JIB Properties holds fee simple title to the premises of such
        New Securitized Owned Real Property, free and clear of all Liens (other than Permitted Liens); (ii) such New Securitized Owned Real Property is either (x) leased to a Franchisee or a Non‐Securitization Entity (in the case of a Non-Securitization
        Entity Company Restaurant) or (y) subject to a Company Synthetic Lease Payment (in the case of a Securitized Company Restaurant); (iii) JIB Properties is not in material default in any respect in the performance, observance or fulfillment of any
        obligations, covenants or conditions applicable to such New Securitized Owned Real Property, the violation of which could create a reversion of title to such New Securitized Owned Real Property to any Person; (iv) to the Manager’s Actual Knowledge,
        the use of such New Securitized Owned Real Property complies in all material respects with all applicable legal requirements, including building and zoning ordinances and codes and the certificate of occupancy issued for such property, except where
        a failure to comply would not reasonably be expected to have a Material Adverse Effect; (v) neither JIB Properties nor, to the Actual Knowledge of the Manager, any Person leasing such property from JIB Properties, is in material default under any
        lease of such property and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by JIB Properties or, to the Actual Knowledge of the Manager, by any other party thereto,
        except where such default would not reasonably be expected to have a Material Adverse Effect; (vi) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened in writing with respect to all or
        any material portion of such New Securitized Owned Real Property that was not considered in the acquisition of such New Securitized Owned Real Property; (vii) all material certifications, permits, licenses and approvals, including certificates of
        completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Securitized Owned Real Property, if such property is open for business, have been obtained and are in full force and effect,
        except as would not reasonably be expected to have a Material Adverse Effect; and (viii) the Manager has paid, caused to be paid, or confirmed that all taxes required to be paid by JIB Properties in connection with the acquisition of such New
        Securitized Owned Real Property have been paid in full from funds of the Securitization Entities.

    
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    (f) New Securitized Leases.  As of the applicable New Asset Addition Date with respect to New
          Securitized Leases acquired or entered into on such New Asset Addition Date, the Manager shall represent and warrant to the Securitization Entities, the Trustee and the Servicer that:  (i) no material default by JIB Properties, or to the Actual
          Knowledge of the Manager, by any sub-lessee or any other party, exists under any provision of such lease, and no condition or event exists, that, after the notice or lapse of time or both, would constitute a material default thereunder by JIB
          Properties or, to the Actual Knowledge of the Manager, by any sub-lessee or any other party, except where such default would not be reasonably expected to have a Material Adverse Effect; (ii) to Manager’s Actual Knowledge, such New Securitized
          Lease, and the use thereof, complies in all material respects with all applicable legal requirements, including local building and zoning ordinances and codes and the certificate of occupancy issued for such property, except where such failure to
          comply would not be reasonably expected to have a Material Adverse Effect; (iii) neither JIB Properties, nor, to the Actual Knowledge of the Manager, the related sub‐lessee has committed any act or omission affording any Governmental Authority
          the right of forfeiture against such property; (iv) no condemnation or similar proceeding has been commenced nor, to the Actual Knowledge of the Manager, is threatened in writing with respect to all or any material portion of such New Securitized
          Lease that was not considered in the leasing of such New Securitized Lease; (v) all policies of insurance (a) required to be maintained by JIB Properties under such lease and (b) to the Actual Knowledge of the Manager, required to be maintained
          by the Franchisee under the related sublease, if applicable, are valid and in full force and effect, except where a failure to maintain such insurance would not be reasonably expected to have a Material Adverse Effect; provided that such
          representation will be deemed accurate if JIB Properties has contractually obligated the Franchisee party to such New Franchised RestaurantSecuritized Leases to maintain insurance
          with respect to such New Franchised RestaurantSecuritized Lease in a manner that is customary for business operations of this type; and (vi) all material
          certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Branded Restaurant on such New Securitized Lease, if such property is open for
          business, have been obtained and are in full force and effect.  The Manager shall not permit any New Securitized Lease entered into or acquired with respect to a property not included in the Securitized Assets on the Initial Closing Date to (i) require any
          Non-Securitization Entity to provide a guaranty of any obligation of any Securitization Entity or (ii) include any event of default under such lease on the part of any Securitization Entity due to a bankruptcy of any Non-Securitization Entity.

    Section 5.2               Assets Acquired After the Closing Date.  (a)  The Manager shall cause the applicable Securitization Entity to enter into or acquire each of the following, to the extent entered into or acquired after the Initial Closing Date:  (a) all New Securitized Franchise Agreements, New Securitized Development Agreements and New Securitized Franchisee Notes, (b) all After‐Acquired
        Securitization IP, (c) all New Securitized Company Restaurants and the related New Securitized Company Restaurant Assets, and (d) all New Real Estate Assets.  The Manager may, but shall not be obligated to, cause the Securitization Entities to
        enter into, develop or acquire assets other than the foregoing from time to time.  Unless otherwise agreed to in writing by the Control Party, the entry into, development or acquisition of assets by the Securitization Entities will be subject to
        all applicable provisions of the Indenture, this Agreement, the IP License Agreements and the other relevant Related Documents.

    
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    (b) Unless otherwise agreed to in writing by the Control Party, any contribution to, or development or acquisition by, any Securitization Entity of assets
        obtained after the Closing Date described in Section 5.2(a) shall be subject to all applicable provisions of the Indenture, this Agreement (including the applicable representations and warranties and covenants in Article II and V of this
        Agreement), the IP License Agreements and the other Related Documents.

    Section 5.3              Securitization IP.  All Securitization IP shall be owned solely by the Franchisor and shall not be assigned,
        transferred or licensed out by the Franchisor to any other entity other than as contemplated by the Related Documents, including any reasonable extensions of the Securitization Entities’ business determined by the Manager in accordance with the
        Managing Standard.

    Section 5.4
        Required Consent Agreements and Supply Agreements.  If any Required Consent Agreements are not contributed to a Securitization Entity on the
          Closing Date, the Manager, or any other Non-Securitization Entity (as sub-manager of the Manager), shall manage these Required Consent Agreements and all related rights and assets thereunder on behalf of, and will hold any such assets in trust
          for, the applicable Securitization Entity in the operation of the Securitized Restaurant Business until such consents are received.

    Section 5.4                Section 5.5 Allocated Note Amount.  The Manager shall recalculate
        the Allocated Note Amount attributable to each Contributed Asset and any Securitized Asset arising or entered into after the Closing Date that is contributed by a Non-Securitization Entity as of each date on which the Manager or other applicable
        Non‐Securitization Entity is required to reacquire such assets in accordance with the Contribution Agreement or this Agreement.  The Allocated Note Amount determined by the Manager in such manner shall be (i) recorded in the books and records of
        the Manager and (ii) reported to the Servicer.

    Section 5.5               Section 5.6 Specified Non‐Securitization Debt Cap.  Following the Closing Date, Jack in the Box
        Inc. shall not, and shall causenot permit the other Non‐Securitization Entities to not, incur any additional Indebtedness for borrowed money (such
        additional Indebtedness, “Specified Non‐Securitization Debt”) if, after giving effect to such incurrence (and any repayment of Specified Non‐Securitization Debt on such date),
        such incurrence would cause the aggregate outstanding principal amount of the Specified Non‐Securitization Debt of the Non‐Securitization Entities as of such date to exceed $75,000,000 (the “Specified

            Non‐Securitization Debt Cap”); provided that the Specified Non‐Securitization Debt Cap shall not be applicable to Specified Non‐Securitization Debt that is
        (i) issued or incurred to refinance the Notes in whole, (ii) in excess of the Specified Non‐Securitization Debt Cap if (a) the creditors (excluding (x) any creditor with respect to an aggregate amount of outstanding Indebtedness less than $100,000
        and (y) any Indebtedness incurred by any Person prior to such Person becoming a Non‐Securitization Entity) under and with respect to such Indebtedness execute a non‐disturbance agreement with the Trustee, as directed by the Manager and in a form
        reasonably satisfactory to the Servicer and the Trustee, that acknowledges the terms of the Securitization Transaction including the bankruptcy remote status of the Securitization Entities and their assets and the Secured Parties’ first priority
        interest therein and (b) after giving pro forma effect to the incurrence of such Indebtedness (and any repayment of existing Indebtedness and any related acquisition or other transaction occurring prior to or substantially concurrently with the
        incurrence of such Indebtedness), the Holdco Leverage Ratio (as calculated without regard to any Indebtedness that is subject to the Specified Non-Securitization Debt Cap) is less than or equal to 7.00x, (iii) considered Indebtedness due solely to
        a change in accounting rules that takes effect subsequent to the Initial Closing Date but that was not (or, if such
        obligations were not outstanding at the time of such change in accounting rules, would not have been) considered Indebtedness prior to such date, (iv) in respect of any obligation of any Non-Securitization Entity to reimburse the Master Issuer for
        any draws under any one or more letters of credit or (v) with respect to any Cash Collateralized Letters of Credit.

    
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    Section 5.6             


      Section 5.7 Competition.  The Manager shall not, and shall not permit Non‐Securitization Entities owned by it to, purchase or franchise Branded Restaurants or other assets
        similar to the Securitized Assets or own or operate properties on which Branded Restaurants operate with the intention of Competing with the Securitization Entities; provided
        the foregoing shall not limit the Manager or the Non‐Securitization Entities from operating (i) Non-Securitization Entity Company Restaurants that could not be contributed on the Closing Date due to contractual restrictions or legal requirements or other unforeseen circumstances, (ii) Non-Securitization Entity Company Restaurants temporarily held with the intention of refranchising
        such restaurants, (iii) real property purchased and temporarily held with the intention of consummating a sale-lease back transaction or (iv) any other asset intended at the time of acquisition of such asset to be contributed to the Securitization
        Entities; provided, further, that the foregoing will not limit the Manager or the Non-Securitization
        Entities from operating any brand (other than the Jack in the Box Brand) prior to such brand becoming a Future Brand.

    Section 5.7              


      Section 5.8 Restrictions on Liens.  The Manager shall not, and shall not permit any of its Subsidiaries to, create, incur, assume, permit or suffer to exist any Lien (other
        than Liens in favor of the Trustee for the benefit of the Secured Parties and any Permitted Lien set forth in clauses (a), (h) or (k) of the definition thereof) upon the Equity Interests of any Securitization Entity.

    ARTICLE VI

    MANAGER TERMINATION EVENTS

    Section 6.1                Manager Termination Events.

    (a) Manager Termination Events.  Any of the following acts or occurrences shall constitute a “Manager Termination Event” under this
          Agreement when declared (or automatically without declaration in the case of clauses (vi) or (vii) below) by any of the Securitization Entities, the Back‐Up Manager, the Servicer or the Trustee (in the case of the Trustee, acting
          at the direction of the Control Party):

    
      
        (i) any failure by the Manager to remit a payment required to be deposited from a (x) Concentration Account to the Collection Account or any other Indenture Trust Account or (y) Securitized
          Company Restaurant Account to a Concentration Account or any other Indenture Trust Account, in each case, within three (3) Business Days (unless such payment requires an international funds transfer, in which case such funds must be deposited to
          the applicable account within five (5) Business Days of receipt) of the later of (a) its Actual Knowledge of its receipt thereof and (b) the date such deposit is required to be made pursuant to the Related Documents; provided that any inadvertent failure to remit such a payment shall not be a breach of this clause (i) if in an amount less
          than $5 million and cured within three (3) Business Days of a Manager Termination Event under this clause (i) (unless such payment requires an international funds transfer,
          in which case such may be cured within five (5) Business Days of a Manager Termination Event under this clause (i)) after the Manager obtains Actual Knowledge thereof (it
          being understood that the Manager shall not be responsible for the failure of the Trustee to remit funds that were received by the Trustee from or on behalf of the Manager in accordance with the applicable Related Documents);

      

    

    
      
        (ii) the Interest‐Only DSCR as calculated as of any Quarterly Calculation Date is less than 1.20x;

        
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        (iii) any failure by the Manager to provide to the Trustee the certificates or reports required by Section 4.01(b), (c), (d), (f) or (g) of the Base Indenture (subject to applicable grace
          periods set forth within each such section);

      

    

    
      
        (iv) a material default by the Manager in the due performance and observance of any provision of
            this Agreement or any other Related Document to which it is party and the continuation of such default uncured for a period of thirty (30) days after it has been notified thereof by any Securitization
            Entity or the Control Party, or otherwise obtained Actual Knowledge of such default; provided, however,
            that as long as the Manager is diligently attempting to cure such default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional forty-five (45) days; and
            provided, further, that any default related to a Defective New Asset pursuant to the terms of this
            Agreement shall be deemed cured for purposes hereof upon payment in full by the Manager of liquidated damages in an amount equal to the Indemnification Amount to the Collection Account;

      

    

    
      
        (v) any material breach by the Manager of any representation or warranty (or to the extent any
            representation or warranty is already qualified by materiality or the definition of Material Adverse Effect, any breach of such representation or warranty) set forth in this Agreement or any other Related Document or any certificate, report or writing
            delivered pursuant thereto and the continuation of such default uncured for a period of thirty (30) days after it has been notified thereof by any Securitization Entity or the Control Party, or otherwise
            obtained Actual Knowledge of such default; provided, however, that as long as the Manager is
            diligently attempting to cure such default, such cure period shall be extended by an additional period as may be required to cure such default, but in no event by more than an additional forty-five (45) days;

      

    

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

      

    

    
      
        (vii) any final, non‐appealable order against the Manager decreeing the dissolution of the Manager that is in effect for more than ten (10) days;

      

    

    
      
        (viii) a final, non‐appealable judgment for an amount in excess of $50 million (exclusive of any portion thereof which is insured) is rendered against the Manager, and is not paid, discharged or
          stayed within sixty (60) days of the date when due;

      

    

    
      
        (ix) an acceleration of more than $50 million of the Indebtedness of the Manager, which Indebtedness has not been discharged or which acceleration has not been rescinded and annulled;

      

    

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

      

    

    
      
        (xi) a failure by any Non‐Securitization Entity to comply with the Specified Non‐Securitization Debt Cap, and such failure has continued for a period of forty‐five (45) days after the Manager
          has been notified in writing by any Securitization Entity, the Control Party, the Back‐Up Manager or the Trustee, or otherwise has obtained Actual Knowledge of such non‐compliance; or

      

    

    
      
        (xii) the occurrence of a Change in Management with respect to the Manager following the occurrence of a Change of Control.

        
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    (b) If a Manager Termination Event has occurred and is continuing, the Control Party (acting at the
          direction of the Controlling Class Representative) may (i) waive such Manager Termination Event (except for a Manager Termination Event described in clauses (vi) or (vii) above) or (ii) direct the Trustee to terminate the Manager in its capacity as such by the delivery of a termination notice (a “Termination
            Notice”) to the Manager (with a copy to each of the Securitization Entities, the Back‐Up Manager and each Rating Agency); provided that the delivery of a Termination Notice to the Manager will not be required in respect of any Manager Termination
          Event relating to the Manager Termination Events described in clauses (vi) or (vii) above.  If the Trustee, acting at the direction of the Control Party (acting at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to this Agreement (or
          automatically upon the occurrence of any Manager Termination Event relating to the Manager Termination Events described in clauses (vi) or (vii) above), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement and the other Related Documents (other than with respect to the
          payment of Indemnification Amounts or its obligations with respect to Disentanglement and on and after the Springing
            Amendments Implementation Date, Continuity of Services), including with respect to the Accounts or otherwise, will vest in and be assumed by the Successor
          Manager appointed by the Control Party (acting at the direction of the Controlling Class Representative).  If no Successor Manager has been appointed by the Control Party (acting at the direction of the Controlling Class Representative), the
          Back‐Up Manager shall serve as the Interim Successor Manager and shall work with the Servicer to implement the Transition Plan (as defined in the Back‐Up Management Agreement) until a Successor Manager (other than the Back‐Up Manager) has been appointed by the Control Party
          (acting at the direction of the Controlling Class Representative).

    (c) From and during the continuation of a Manager Termination Event, each Securitization Entity and the Trustee (acting at the direction of the Control Party) are
        hereby irrevocably authorized and empowered to execute and deliver, on behalf of the Manager, as attorney‐in‐fact or otherwise, all documents and other instruments (including any notices to Franchisees deemed necessary or advisable by the
        applicable Securitization Entity or the Control Party), and to do or accomplish all other acts or take other measures necessary or appropriate, to effect such vesting and assumption.

    Section 6.2             Manager Termination Event Remedies.  If the Trustee, acting at the written direction of the Control Party (acting
        at the direction of the Controlling Class Representative), delivers a Termination Notice to the Manager pursuant to Section 6.1(b) (or automatically upon the occurrence of any Manager Termination Event described in clauses (vi) or (vii) of Section 6.1(a)), all rights, powers, duties, obligations and responsibilities of the Manager under this Agreement (other than with respect to the obligation to pay any
        Indemnification Amounts) and the other Related Documents, including with respect to the Securitized Assets, the Indenture Trust Accounts, the Management Accounts, the Marketing Fund or otherwise shall vest in and be assumed by the Successor Manager
        without incurring any additional cost.

    Section 6.3                Manager’s Transitional Role.

    (a) Disentanglement.  Following the delivery of a Termination Notice to the Manager pursuant to Section

        6.1(b) or Section 6.2 above or notice of resignation of the Manager pursuant to Section

        4.4(b), the Manager shall cooperate with
            the Back-Up Manager in the performance of the Back-Up Manager's Cold Back-Up Management Duties and Warm Back-Up Management Duties. Upon the occurrence of a Hot Back-Up Management Trigger Event, the Manager shall (i) assist the Back-Up Manager
            in providing the Hot Back-Up Management Duties until a Successor Manager (other than the Back-Up Manager) is appointed, (ii) cooperate with the Back‐Up
          Manager and the Control Party in connection with the implementation of the Transition Plan (as defined in the Back‐Up Management Agreement) and the complete transition to a Successor Manager, without interruption or adverse impact on the
          provision of Services (the “Disentanglement”) and (iii) on and after the Springing Amendments Implementation Date,
            use its commercially reasonable efforts to not materially reduce the existing staff and resources of the Manager devoted to or shared with the provision of the Services prior to the date of such Termination Notice and allow reasonable access to
            the Manager's premises, systems and offices during the Disentanglement Period (such activities being referred to as "Continuity of Services").   The Manager shall cooperate fully with the Successor Manager (or Interim
            Successor Manager, as the case may be) and otherwise promptly take all actions required to assist in effecting a complete Disentanglement and shall
          follow any directions that may be provided by the Back‐Up Manager and the Control Party.  The Manager shall provide all information and assistance regarding the terminated Services required for Disentanglement and, on and after the Springing Amendments Implementation Date, Continuity of Services, including, in each such case, data conversion and migration, interface specifications, and related professional services.  All services relating to Disentanglement (and, on and after the Springing Amendments Implementation Date, Continuity of Services (collectively, “Disentanglement Services”), including,
            in each such case, all reasonable training for personnel of the Back‐Up Manager (including in its capacity as Interim Successor Manager), the Successor Manager or the Successor
          Manager’s designated alternate service provider in the performance of the Services, willshall be deemed a part of the Services to be performed by the Manager.  So
          long as the Manager continues to provide the Services (whether or not the Manager has been terminated as the Manager) during the Disentanglement Period, the Manager shall continue to be paid the Weekly Management Fee.

    
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    (b) Fees and Charges for the Disentanglement Services.  Upon the Successor Manager’s
        assumption of the obligation to perform the Services, the Manager shall be entitled to reimbursement of its actual costs for the provision of any Disentanglement Services.

    (c) Duration of Obligations.  The Manager’s obligation to provide Disentanglement Services shall
          continue during the period commencing on (A) delivery of the date that a Termination Notice is deliveredto the Manager or (B) delivery of a resignation notice by the Manager and ending on the date on which the Successor
          Manager or the re‐engaged Manager assumes all of the obligations of the Manager hereunder, and, in any event, within eighteen (18) months after the
            date of the Manager’s termination due to a Manager Termination Event  (the “Disentanglement Period”).

    (d) Sub‐managing Arrangements; Authorizations.

    (i) With respect to each Sub‐managing Arrangement and unless the Control Party elects to terminate such Sub‐managing Arrangement in accordance with Section 2.10,
        the Manager shall:

    (x) assign to the Successor Manager (or such Successor Manager’s designated alternate service provider) all of the Manager’s rights under such Sub‐managing Arrangement to which it is
        party used by the Manager in performance of the transitioned Services; and

    (y) procure any third party authorizations necessary to grant the Successor Manager (or such Successor Manager’s designated alternate service provider) the use and benefit of such
        Sub‐managing Arrangement to which it is party (used by the Manager in performing the transitioned Services), pending their assignment to the Successor Manager under this Agreement.

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

    
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    Section 6.4               Intellectual Property.  Within thirty (30) days of termination of this Agreement for any reason, the Manager shall
        deliver and surrender up to the Franchisor (with a copy to the Successor Manager or Interim Successor Manager, as the case may
            be, and the Servicer) any and all products, materials, or other physical objects containing the Trademarks included in the Securitization IP or Confidential Information (including Trade Secrets) of the Franchisor and any copies of
        copyrighted works included in the Securitization IP in the Manager’s possession or control, and shall upon termination of this Agreement, cease and terminate all current and future use and disclosure of any and all Securitization IP, including any
        Trade Secrets therein; provided that (for the avoidance of doubt) any rights granted to Jack in the Box Inc. and/or the other Non‐Securitization Entities as licensees pursuant
        to the IP License Agreements shall continue pursuant to the terms thereof notwithstanding the termination of this Agreement and/or Jack in the Box Inc.’s role as Manager.

    Section 6.5                Third Party Intellectual Property.  The Manager shall assist and fully cooperate with the Successor Manager or Interim Successor Manager, as the case may be, or its designated alternate service provider in obtaining any necessary
        licenses or consents to use any third party Intellectual Property then being used by the Manager or any Sub‐manager.  The Manager shall assign, and shall cause each Sub‐manager to assign, any such license or sublicense directly to the Successor
        Manager or Interim Successor Manager, as the case may be, or its designated alternate service provider to the extent
        the Manager, or each Sub‐manager as applicable, has the rights to assign such agreements to the Successor Manager.

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

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

    ARTICLE VII

    CONFIDENTIALITY

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

    
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    (b) Notwithstanding anything to the contrary contained in Section 7.1(a), the parties hereto may use, disseminate or disclose Confidential Information (other than
        Trade Secrets) to any Person in connection with the enforcement of rights of the Trustee or the Noteholders under the Indenture or the Related Documents; provided, however, that prior to disclosing any such Confidential Information:

    
      
        (i) to any such Person other than in connection with any judicial or regulatory proceeding, such Person shall agree in writing to maintain such Confidential Information in a manner at least as
          protective of the Confidential Information as the terms of Section 7.1(a) and Recipient shall provide Discloser with the written opinion of counsel that such disclosure contains Confidential Information only to the extent necessary to facilitate
          the enforcement of such rights of the Trustee or the Noteholders; or

      

    

    
      
        (ii) to any such Person or entity in connection with any judicial or regulatory proceeding, Recipient shall (x) promptly notify Discloser of each such requirement and identify the documents so
          required thereby so that Discloser may seek an appropriate protective order or similar treatment and/or waive compliance with the provisions of this Agreement; (y) use reasonable efforts to assist Discloser in obtaining such protective order or
          other similar treatment protecting such Confidential Information prior to any such disclosure; and (z) consult with Discloser on the advisability of taking legally available steps to resist or narrow the scope of such requirement.  If, in the
          absence of such a protective order or similar treatment, the Recipient is nonetheless required by law to disclose any part of Discloser’s Confidential Information, then the Recipient may disclose such Confidential Information without liability
          under this Agreement, except that the Recipient shall furnish only that portion of the Confidential Information which is legally required.

      

    

    ARTICLE VIII

    MISCELLANEOUS PROVISIONS

    Section 8.1               Termination of Agreement.  The respective duties and obligations of the Manager and the Securitization Entities
        created by this Agreement shall commence on the date hereof and shall, unless earlier terminated pursuant to Section 6.1, terminate upon the earlier to occur of (x) the final payment or other liquidation of the last Securitized Asset included in
        the Securitized Assets or (y) satisfaction and discharge of the Indenture pursuant to Section 12.01 of the Base Indenture (the “Term”).  Upon termination of this Agreement
        pursuant to this Section 8.1, the Manager shall pay over to the applicable Securitization Entity or any other Person entitled thereto all proceeds of the Securitized Assets held by the Manager.

    
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    Section 8.2                Survival.  The provisions of Section 2.1(c), Section 2.7, Section 2.8, Section 4.3(f), Section 8.4, Section 8.5, Section 8.9, Article VI, Article VII and this Section 8.2 shall survive termination of this Agreement.

    Section 8.3               Amendment.  None of the terms or
          provisions of this Agreement may be amended, supplemented, waived or otherwise modified except (i) with the written consent of parties hereto and (ii) in accordance with the additional requirements set forth in Article XIII of the Base Indenture.

    Section 8.4                Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
        WITH, AND GOVERNED BY, THE INTERNAL LAWS

        OF THE STATE OF NEW YORK)  WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

    Section 8.5              Notices.  All notices, requests or other communications desired or required to be given under this Agreement shall
        be in writing and shall be sent by (a) certified or registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight delivery service, (c) e-mail (of a .pdf or other similar file), telecopy or other facsimile transmission
        (following with hard copies to be sent by national prepaid overnight delivery service) or (d) personal delivery with receipt acknowledged in writing, to the address set forth in Section 14.01 of the Base Indenture.  If the Indenture or this
        Agreement permits reports to be posted to a password‐protected website, such reports shall be deemed delivered when posted on such website; provided that such party posting such reports has notified all parties entitled to delivery of such information, by electronic mail or other notice, to the effect that such information shall thereafter be made available on such
            password-protected internet website from time to time; provided, further, that if any recipient does not agree to the conditions required to access the password-protected internet website as described herein, such party providing such
            information shall provide such information pursuant to any of clause (a) through (d) above; provided, however, the foregoing shall not apply to any such information posted to the Trustee’s website pursuant to Section 4.4 of the Base Indenture. 

        Any party hereto may change its address for notices hereunder by giving notice of such change to the other parties hereto, with a copy to the Control Party.  Any change of address of a Noteholder shown on a Note Register shall, after the date of
        such change, be effective to change the address for such Noteholder hereunder.  All notices and demands to any Person hereunder shall be deemed to have been given either at the time of the delivery thereof at the address of such Person for notices
        hereunder, or on the third day after the mailing thereof to such address, as the case may be.

    Section 8.6                Acknowledgement.

    (a) Notwithstanding the grant of the security interest in the Collateral under the Indenture and the Guarantee and Collateral Agreement to the Trustee, on behalf
        of the Secured Parties, the Securitization Entities acknowledge that the Manager, on behalf of the Securitization Entities shall, subject to the terms and conditions herein, have the right, subject to the Trustee’s right (acting solely upon the
        direction of the Control Party) to revoke such right, in whole or in part, in the event of the occurrence of an Event of Default, (i) to give, in accordance with the Managing Standard, all consents, requests, notices, directions, approvals,
        extensions or waivers, if any, which are required or permitted to be given by any Securitization Entity under the Collateral Transaction Documents, and to enforce all rights, remedies, powers, privileges and claims of each Securitization Entity
        under the Collateral Transaction Documents, (ii) to give, in accordance with the Managing Standard, all consents, requests, notices, directions and approvals, if any, which are required or permitted to be given by any Securitization Entity under
        any license agreement to which such Securitization Entity is a party and (iii) to take any other actions required or permitted to be taken under the terms of this Agreement.

    
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    (b) Without limiting the foregoing, the Manager hereby acknowledges that, on the date hereof, the Securitization Entities shall pledge to the Trustee under the
        Indenture and the Guarantee and Collateral Agreement, as applicable, all of such Securitization Entities’ right and title to, and interest in, this Agreement and the Collateral, and such pledge includes all of such Securitization Entities’ rights,
        remedies, powers and privileges, and all claims of such Securitization Entities’ against the Manager, under or with respect to this Agreement (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity),
        including (i) the rights of such Securitization Entities and the obligations of the Manager hereunder and (ii) the right, at any time, to give or withhold consents, requests, notices, directions, approvals, demands, extensions or waivers under or
        with respect to this Agreement or the obligations in respect of the Manager hereunder to the same extent as such Securitization Entities may do.  The Manager hereby consents to such pledges described above, acknowledges and agrees that (x) the
        Control Party shall be third‐party beneficiaries of the rights of such Securitization Entities arising hereunder and (y) the Trustee and the Control Party may, to the extent provided in the Indenture and the Guarantee and Collateral Agreement,
        enforce the provisions of this Agreement, exercise the rights of such Securitization Entities and enforce the obligations of the Manager hereunder without the consent of such Securitization Entities.

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

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

    Section 8.9               Limited Recourse.  The obligations of the Securitization Entities under this Agreement are solely the limited
        liability company obligations of the Securitization Entities.  The Manager agrees that the Securitization Entities shall be liable for any claims that it may have against the Securitization Entities only to the extent that funds or other Collateral
        are available to pay such claims pursuant to the Indenture and that, to the extent that any such claims remain unpaid after the application of such funds and other Collateral in accordance with the Indenture, such claims shall be extinguished.

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

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

    
      45

      
        


    

    Section 8.12              Concerning the Trustee.  In acting under this Agreement, the Trustee shall be afforded the rights, privileges,
        protections, immunities and indemnities set forth in the Indenture as if fully set forth herein.

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

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

    Section 8.15             Waiver of Jury Trial; Jurisdiction; Consent to Service of Process.  (a)  The parties hereto each hereby waives any right to have a jury participate in resolving any dispute, whether in
          contract, tort or otherwise, arising out of, connected with, relating to or incidental to the transactions contemplated by this Agreement.

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

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

    Section 8.16             Joinder of Additional Securitization Entities.  In the event the Master Issuer forms an Additional Securitization
        Entity pursuant to Section 8.34 of the Base Indenture, such Additional Securitization Entity shall execute and deliver to the Manager and the Trustee (i) a Joinder Agreement substantially in the form of Exhibit B and (ii) a Power of Attorney in the form of Exhibit A‐3 and such Additional Securitization Entity shall thereafter for all
        purposes be a party hereto and have the same rights, benefits and obligations as a Securitization Entity party hereto on the Closing Date.

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

    
      46

      
        


    

  

   
  

  

  
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers
      thereunto duly authorized as of the day and year first above written.

     

    

    	JACK IN THE BOX INC.,  

          	 
	a Delaware corporation, as Manager  

          	 
	 	 	 
	 	 	 
	By: 

          	 	 
	Name:  

          	Michael J. Snider 

          	 
	Title: 

          	Assistant Secretary 

          	 


    
      	JACK IN THE BOX FUNDING, LLC, 	 
	a Delaware limited liability company, as Master Issuer 	 
	 	 	 
	 	 	 
	By: 

            	 	 
	Name:  

            	Michael J. Snider 

            	 
	Title: 

            	Assistant Secretary 

            	 


    

    
      	JACK IN THE BOX SPV GUARANTOR, LLC, 	 
	a Delaware limited liability company, as a Securitization Entity 	 
	 	 	 
	 	 	 
	By: 

            	 	 
	Name:  

            	Michael J. Snider 

            	 
	Title: 

            	Assistant Secretary 

            	 


    

    
       

      

       

      

      Signature Page to Management Agreement

      
        
          


      

    

    

    	DIFFERENT RULES, LLC, 	 
	a Delaware limited liability company, as a Securitization Entity 	 
	 	 	 
	 	 	 
	By: 

          	 	 
	Name:  

          	Michael J. Snider 

          	 
	Title: 

          	Assistant Secretary 

          	 


    
      	JACK IN THE BOX PROPERTIES, LLC,	 
	a Delaware limited liability company, as a Securitization Entity	 
	 	 	 
	 	 	 
	By: 

            	 	 
	Name:  

            	Michael J. Snider 

            	 
	Title: 

            	Assistant Secretary 

            	 


    

    
      Signature Page to Management Agreement

      
        
          


      

    

    

    

    

    
      	CITIBANK, N.A., not in its individual capacity, but

              	 
	solely as Trustee	 
	 	 	 
	 	 	 
	By: 

            	 	 
	Name:  

            	 

            	 
	Title: 

            	 

            	 


      

      

      

      

      Signature Page to Management Agreement

      
        
          


      

      

    

     Exhibit A-1

      

    POWER OF ATTORNEY OF FRANCHISOR

    KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of the Closing Date
      (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined
      herein shall have the meanings set forth in the Management Agreement), among Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”),


      Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company, Different Rules, LLC, a Delaware limited liability company, Jack in the Box Properties, LLC, a Delaware limited liability company (collectively, the “Securitization Entities”), Jack in the Box Inc. and Citibank, N.A. as Trustee, the undersigned Franchisor hereby appoints Jack in the Box Inc. (the “Manager”) and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the IP Services described below being performed
      with respect to the Securitization IP, with full irrevocable power and authority in the place of the Franchisor, and in the name of the Franchisor or in its own name as agent of the Franchisor, to take any and all appropriate action and to execute
      any and all documents and instruments which may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to perform:

    (a)   assessing clearance, patentability, registrability and the risk of potential infringement of or by any After-Acquired Securitization IP;

    (b) filing, prosecuting and maintaining applications and registrations for the Securitization IP in the Franchisor’s name in applicable jurisdictions, including timely filings,
        actions, payments and/or responses (including to office actions and any adversarial, ex parte or inter partes proceedings affecting validity or
        enforceability) as may be required;

    (c) monitoring third‐party use, disclosure and registration of Intellectual Property, as applicable, and taking actions the Manager deems appropriate to oppose or contest the use,
        disclosure and any application or registration for Intellectual Property, as applicable, that could reasonably be expected to infringe, misappropriate, dilute or otherwise violate the Securitization IP or the Franchisor’s rights therein;

    (d) recording and confirming the Franchisor’s legal title in and to any or all of the Securitization IP, including obtaining written assignments of, and executing, as applicable,
        transfers, non-disclosure obligations and other agreements necessary to secure and protect rights in and to, the Securitization IP;

    (e) protecting, policing, and, in the event that the Manager becomes aware of any unlicensed copying, imitation, infringement, dilution, misappropriation, unauthorized use or other
        violation of the Securitization IP (including any breach or violation of the IP License Agreements (including the quality control provisions thereof) and any Related Documents), or any portion thereof, enforcing such Securitization IP, including
        (i) monitoring licensee use of licensed Trademarks and the quality of its goods and services offered in connection therewith; (ii) taking reasonable measures to maintain confidentiality and to prevent non‐confidential disclosures of Trade Secrets
        and other confidential information of the Franchisor; (iii) preparing and responding to cease‐and‐desist, demand and notice letters, and requests for a license; and (iv) commencing, prosecuting and/or resolving claims or suits involving imitation,
        infringement, dilution, misappropriation, the unauthorized use or other violation of the Securitization IP, and seeking monetary and equitable remedies as the Manager deems appropriate in connection therewith; provided that the Franchisor shall join as a party, as necessary, to any such suits to the extent necessary to maintain standing;

    (f) performing such functions and duties, and preparing and filing such documents, as are required under the Indenture or any other Related Document to be performed, prepared and/or
        filed by the Franchisor, including executing and recording with the applicable Governmental Authority financing statements (including continuation statements) or amendments thereof or supplements thereto or grants of security interests or any
        similar instruments as the Securitization Entities or the Control Party may, from time to time, reasonably request (consistent with the obligations of the Franchisor to perfect the Trustee’s Lien only in the United States) granted by the Franchisor
        to the Trustee under the Related Documents that are intended to evidence such security interests in the Securitization IP;

    
      A-1-1

      
        


    

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

    (h) obtaining licenses of third‐party Intellectual Property for use and sublicense in connection with the Securitized Restaurant Business and the other assets of the Securitization
        Entities; and

    (i) managing passwords for, content on, administration of, and access to social media accounts, website hosting accounts, mobile app accounts and other similar online accounts.

    THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

    Dated:   [__________], 2019

    DIFFERENT RULES, LLC

    
      
  

    By:
    Name:

    Title:

    
      A-1-2

      
        


    

     

    

    	STATE OF [__________]  

          	) 

          	 
	 	)          ss.: 	

          
	COUNTY OF [__________]
            

          	 ) 

          	 


    

    On the [   ] day of [______], 2019, before me the undersigned, personally appeared ___________, personally known to me or
      proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual,
      or the person upon behalf of which the individual acted, executed the instrument.

    [       ]

    
      
  

    Notary Public 

  
    A-1-3

    
      


  

  
  
    Exhibit A-2

    

    POWER OF ATTORNEY OF THE SECURITIZATION ENTITIES

    KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of the Closing Date
      (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined
      herein shall have the meanings set forth in the Management Agreement), among Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”),


      Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company, Different Rules, LLC, a Delaware limited liability company, Jack in the Box Properties, LLC, a Delaware limited liability company (collectively, the “Securitization Entities”), Jack in the Box Inc. and Citibank, N.A., as Trustee, each of the Securitization Entities hereby appoints Jack in the Box Inc. (the “Manager”) and any and all officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in
      the Management Agreement) being performed with respect to the Securitized Assets, with full irrevocable power and authority in the place of each Securitization Entity and in the name of each Securitization Entity or in its own name as agent of each
      Securitization Entity, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the
      full power to:

    (a) perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Related Documents to be performed, prepared and/or
        filed by the Securitization Entities, including:  (i) recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Securitization Entities may from
        time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Securitization Entities to the Trustee under the Related Documents in accordance with the UCC; and (ii) executing grants of security
        interests or any similar instruments required under the Related Documents to evidence such Lien in the Collateral;

    (b) sign, prepare and deliver to the Trustee fully executed Mortgages in accordance with Section 8.37 of the Base Indenture; and

    (c) take such actions on behalf of each Securitization Entity as such Securitization Entity or Manager may reasonably request that are expressly required by the terms, provisions
        and purposes of the Management Agreement; or cause the preparation by other appropriate Persons, of all documents, certificates and other filings as each Securitization Entity shall be required to prepare and/or file under the terms of the Related
        Documents.

    This power of attorney is coupled with an interest.

    THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

    Dated:  [__________], 2019

    
      A-2-1

      
        


    

    
      	JACK IN THE BOX FUNDING, LLC, as Master Issuer 	 
	 	 	 
	 	 	 
	 	 	 
	By: 

            	 	 
	Name:  

            	 

            	 
	Title: 

            	 

            	 


      
        	JACK IN THE BOX SPV GUARANTOR, LLC, as a Securitization Entity 	 
	 	 	 
	 	 	 
	By: 

              	 	 
	Name:  

              	 

              	 
	Title: 

              	 

              	 


      

      
        	DIFFERENT RULES, LLC, as a Securitization Entity	 
	 	 	 
	 	 	 
	By: 

              	 	 
	Name:  

              	 

              	 
	Title: 

              	 

              	 


      

    

    

    

    

    	JACK IN THE BOX PROPERTIES, LLC, as a Securitization Entity	 
	 	 	 
	 	 	 
	By: 

          	 	 
	Name:  

          	 

          	 
	Title:

          	

          	

          


  

  
    A-2-2

    
      


  

  

    
       

      

      	STATE OF [__________]  

            	) 

            	 
	 	)          ss.: 	

            
	COUNTY OF [__________] 

            	 ) 

            	 


    

    

    On the [  ] day of [__________], 2019, before me the undersigned, personally appeared ___________, personally known to me
      or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the
      individual, or the Person upon behalf of which the individual acted, executed the instrument.

    [         ]

    
      
  

    Notary Public 

  
    A-2-3

    
      


  

  
  
    

    

    Exhibit A-3

    

    

    

    POWER OF ATTORNEY OF ADDITIONAL SECURITIZATION ENTITY

    KNOW ALL PERSONS BY THESE PRESENTS, that in connection with the Management Agreement, dated as of the Closing Date
      (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”; all capitalized terms used and not otherwise defined
      herein shall have the meanings set forth in the Management Agreement), among Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”),


      Jack in the Box SPV Guarantor, LLC, a Delaware limited liability company, Different Rules, LLC, a Delaware limited liability company, Jack in the Box Properties, LLC, a Delaware limited liability company (collectively, the “Securitization Entities”) and [____________________] (the “Additional Securitization Entity”),


      Jack in the Box Inc. and Citibank, N.A., as Trustee, the Additional Securitization Entity hereby appoints Jack in the Box Inc. (the “Manager”) and any and all
      officers thereof as its true and lawful attorney in fact, with full power of substitution, in connection with the Services (as defined in the Management Agreement) being performed with respect to the Securitized Assets, with full irrevocable power
      and authority in the place of the Additional Securitization Entity and in the name of the Additional Securitization Entity or in its own name as agent of the Additional Securitization Entity, to take any and all appropriate action and to execute any
      and all documents and instruments that may be necessary or desirable to accomplish the foregoing, subject to the Management Agreement, including, without limitation, the full power to:

    (a) perform such functions and duties, and prepare and file such documents, as are required under the Indenture and the other Related Documents to be performed, prepared and/or
        filed by the Additional Securitization Entity, including:  (i) recording such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Trustee and the Additional
        Securitization Entity may from time to time reasonably request in order to perfect and maintain the Lien in the Collateral granted by the Additional Securitization Entity to the Trustee under the Related Documents in accordance with the UCC; and
        (ii) executing grants of security interests or any similar instruments required under the Related Documents to evidence such Lien in the Collateral;

    (b) sign, prepare and deliver to the Trustee fully executed Mortgages in accordance with Section 8.37 of the Base Indenture; and

    (c) take such actions on behalf of the Additional Securitization Entity as such Additional Securitization Entity or Manager may reasonably request that are expressly required by the
        terms, provisions and purposes of the Management Agreement; or cause the preparation by other appropriate Persons, of all documents, certificates and other filings as the Additional Securitization Entity shall be required to prepare and/or file
        under the terms of the Related Documents.

    This power of attorney is coupled with an interest.

    THIS POWER OF ATTORNEY IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

    Dated:  [__________], 20[__]

    
      A-3-1

      
        


    

    [___________________], as the Additional Securitization Entity

    

    
      
  

    By:
    Name:

    Title:

    
      A-3-2

      
        


    

    

      
        	STATE OF [__________]  

              	) 

              	 
	 	)          ss.: 	

              
	COUNTY OF [__________] 

              	 ) 

              	 


      

    

    On the [  ] day of [__________], 20[__], before me the undersigned, personally appeared ___________, personally known to me
      or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the
      individual, or the Person upon behalf of which the individual acted, executed the instrument.

    [         ]

    
      
  

    Notary Public 

  
    A-3-3

    
      


  

  
    JOINDER AGREEMENT

    JOINDER AGREEMENT, dated as of____________________, 20______ (this “Joinder Agreement”), made by ______________ a ____________ (the “Additional Securitization Entity”), in favor
      of JACK IN THE BOX INC., a Delaware limited liability company, as Manager (the “Manager”), and CITIBANK, N.A., as Trustee (in such capacity, together with its
      successors, the “Trustee”). All capitalized terms not defined herein shall have the meaning ascribed to them in the Management Agreement (as defined below).

    W I T N E S S E T H:

    WHEREAS, Jack in the Box Funding, LLC, a Delaware limited liability company (the “Master Issuer”), the Trustee and Citibank, N.A., as securities intermediary, have entered into a Base Indenture dated as of July 8, 2019 (as amended, restated, supplemented or otherwise
      modified from time to time, exclusive of any Series Supplements, the “Base Indenture” and, together with all Series Supplements, the “Indenture”), providing for the issuance from time to time of one or more Series of Notes thereunder; and

    WHEREAS, in connection with the Base Indenture, the Master Issuer, the other Securitization Entities party thereto
      from time to time, the Manager and the Trustee have entered into the Management Agreement, dated as of July 8, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Management Agreement”); and

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

    NOW, THEREFORE, IT IS AGREED:

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

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

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

    4. Governing Law.  THIS AGREEMENT SHALL BE
        GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

    
      
        


    

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

    [ADDITIONAL SECURITIZATION ENTITY]

     

    

     

    

    	 	 	 
	By: 

          	 	 
	Name: 

          	 	 
	Title:	

          	

          


  

   

  

   

  

   

  

  AGREED TO AND ACCEPTED
    
      	JACK IN THE BOX INC., as Manager  

            	 
	 	 	 
	 	 	 
	 	 	 
	By: 

            	 	 
	Name: 

            	 	 
	Title:	

            	

            


    

    
      	CITIBANK, N.A., in its capacity

              as Trustee	 
	 	 	 
	 	 	 
	 	 	 
	By: 

            	 	 
	Name: 

            	 	 
	Title:	

            	

            


    

    
      
        


    

    

    SCHEDULE 2.1(F)

    MANAGER INSURANCE

    [On File]