Advertising Fees Account. On or prior to the Closing Date, the Servicer will establish and maintain an account designated as the “Advertising Fees Account” in the name and for the benefit of the Master Issuer. The advertising fees paid by the Franchisees (referred to herein as the “Advertising Fees”) pursuant to their respective Franchise Agreements will not be included in the Indenture Collateral and will not be deposited to the Concentration Account. Instead, the Advertising Fees will be deposited by the Servicer to the Advertising Fees Account within three (3) Business Days of the Servicer’s receipt of the Advertising Fees (to the extent that the Franchisees do not make the payment of the Advertising Fees directly to the Advertising Fees Account), except with respect to Advertising Fees payable by the Restaurant Holders and the Predecessor Restaurant Holders, which will be withdrawn from the Concentration Account and deposited to the Advertising Fees Account in accordance with the Weekly Collections Allocation Priority. The Servicer, acting on behalf of the Master Issuer or the Franchise Holder in accordance with the Servicing Agreement, may increase or reduce the percentage of the aggregate amount paid by the Franchisees pursuant to the Franchise Agreements that are applied to cover Advertising Fees. The Servicer will apply the amount on deposit in the Advertising Fees Account on a daily basis to cover the costs and expenses associated with the National Advertising Fund in accordance with the Servicing Agreement. Notwithstanding anything to the contrary in the foregoing paragraph, if the amount on deposit in the Third Party Licensing Fee Account is not sufficient to pay certain third party licensing fees, then the amount of such deficiency may be paid out of the Advertising Fees Account, in accordance with Section 10.2(c).
Advertising Fees Account. Subject to and in accordance with Section 10.2(a), the Servicer may withdraw amounts on deposit in the Advertising Fees Account, on any Business Day to pay fees and expenses relating to the National Advertising Fund , and subject to and in accordance with Sections 10.2(a) and 10.2(c), may, in certain instances, if the amount on deposit in the Third Party Licensing Fee Account is not sufficient to pay certain third party licensing fees, withdraw amounts on deposit in the Advertising Fees Account to pay the amount of such deficiency;
Advertising Fees Account. Except as set forth in the following sentence, all Advertising Fees payable by Franchisees on a monthly basis after the Cut-Off Date shall be paid to the Advertising Fees Account, which shall not be subject to the lien of the Indenture Trustee. All Advertising Fees payable by Restaurant Holders and Predecessor Restaurant Holders (with respect to the Post-Closing Restaurants) will be withdrawn from the Concentration Account and deposited to the Advertising Fees Account in accordance with the Weekly Collections Allocation Priority. The Servicer shall cause all Advertising Fees on deposit as of the Cut-Off Date in any of its bank accounts to be remitted to the Advertising Fees Account (including by transferring the title to any such account to the Master Issuer and/or causing such account to become the Advertising Fees Account) on the Closing Date. The Servicer shall not make or permit or cause any other person to make or permit any borrowings to be made or liens to be levied against the Advertising Fees. All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Advertising Fees Account shall be for the sole benefit of the Securitization Entities and/or Franchisees. All amounts from time to time on deposit in the Advertising Fees Account shall be invested in Eligible Investments. The Servicer, acting on behalf of the Franchise Holder and the Master Issuer, may in accordance with the Servicing Standard and the terms of the Franchise Agreements, increase or reduce the percentage of the gross sales paid by the Franchisees pursuant to the Franchise Agreements as Advertising Fees. The Servicer shall apply amounts on deposit in the Advertising Fees Account on a daily basis to cover the costs and expenses associated with the National Advertising Fund (including those costs and expenses incurred prior to the Closing Date) in accordance with this Agreement; provided that the Servicer may apply interest and earnings (net of losses and investment expenses) for general purposes that directly benefit one or more Securitization Entities and/or the Franchisees in its discretion.
