Common use of Marketing Funds Clause in Contracts

Marketing Funds. Sprint has the right (subject to the satisfaction of the conditions set forth in the relevant agreements) to have expended on its behalf approximately $250 million of market development and device incentive funds (“Marketing Funds”) by one or more vendors under supply agreements relating to the Sprint WiMAX Business. Subject to the terms of, and performance by Sprint of its obligations under the relevant agreements (x) to be performed prior to the Closing and (y) which relate to or impact the availability of any of the Marketing Funds, Sprint will have the right to retain up to $100 million of the Marketing Funds for its own benefit and not to assign those rights to the Transfer Entities. If the vendor or vendors providing the Marketing Funds to be allocated to Sprint are unwilling to allow Sprint to retain such Marketing Funds or allocate the full $100 million of Marketing Funds for Sprint’s own benefit prior to the end of 2009, NewCo will direct such additional spending of the Marketing Funds as directed by Sprint for the benefit of Sprint prior to December 31, 2009, so that Sprint receives the full $100 million benefit prior to that date. Such direction will be made by NewCo as and when the vendors have committed to expend any Marketing Funds after the Closing pursuant to supply agreements entered into by Sprint and its Subsidiaries prior to the Closing. Sprint and NewCo will discuss and cooperate with respect to the use of such Marketing Funds for Sprint’s benefit. If prior to the Closing, Sprint takes any actions to amend the Marketing Funds provisions of the relevant agreements or otherwise takes or fails to take any actions that adversely affect NewCo’s rights to the Marketing Funds (other than the $100 million of the Marketing Funds to be retained by Sprint pursuant to this Section 3.5), NewCo shall be entitled to seek monetary damages against Sprint to compensate NewCo for the loss of such Marketing Funds. NewCo will not take any actions to amend the Marketing Funds provisions of the relevant agreements or otherwise adversely affect such Marketing Funds to be allocated to Sprint until its obligations to Sprint under this Section 3.5 have been satisfied in full.

Marketing Funds. Sprint has the right (subject to the satisfaction of the conditions set forth in the relevant agreements) to have expended on its behalf approximately $250 million of market development and device incentive funds (“Marketing Funds”) by The Manager will maintain one or more vendors under supply agreements relating accounts designated as a “Marketing Fund Accountxe "Marketing Fund Account"” in the name of the EWC Marketing Subsidiaries for fees payable in respect of Franchised Centers and Retained Corporate-Owned Centers to fund the national marketing and advertising activities with respect to the Sprint WiMAX BusinessEuropean Wax Center Brand (including, with respect to EWC MFund, LLC, search engine optimization fees) (the “Marketing Fund Contributions” XE “Marketing Fund Contributions” ). Subject To the extent not paid directly to the terms ofEWC Marketing Subsidiaries, Marketing Fund Contributions will be transferred by the Manager to a Marketing Fund Account. Franchisees and performance by Sprint of its obligations under the relevant agreements (x) Retained Corporate-Owned Centers will make payments to a Marketing Fund Account directly or through a third-party payment processor; such funds will not pass through any Securitization Entity. The Manager shall not make or permit or cause any other Person to make or permit any borrowings to be performed made or Liens to be levied against the Marketing Fund Account or the funds therein. The Manager shall apply the amount on deposit in each Marketing Fund Account solely to cover (a) the costs and expenses (including costs and expenses incurred prior to the Closing Date) associated with the administration of such account, (b) costs and (y) which relate to or impact the availability of any of the Marketing Funds, Sprint will have the right to retain up to $100 million of the Marketing Funds for its own benefit and not to assign those rights expenses related to the Transfer Entities. If the vendor or vendors providing the Marketing Funds to be allocated to Sprint are unwilling to allow Sprint to retain such Marketing Funds or allocate the full $100 million of Marketing Funds for Sprint’s own benefit prior to the end of 2009, NewCo will direct such additional spending of the Marketing Funds as directed by Sprint for the benefit of Sprint prior to December 31, 2009, so that Sprint receives the full $100 million benefit prior to that date. Such direction will be made by NewCo as national marketing and when the vendors have committed to expend any Marketing Funds after the Closing pursuant to supply agreements entered into by Sprint and its Subsidiaries prior to the Closing. Sprint and NewCo will discuss and cooperate advertising programs with respect to the use of such Marketing Funds for Sprint’s benefit. If prior European Wax Center Brand and (c) reimbursements to the Closing, Sprint takes any actions Manager for Marketing Fund Manager Advances. The Manager may make advances to amend fund deficits in the Marketing Funds provisions Fund Account (“Marketing Fund Manager Advances”) from time to time to the extent that it reasonably expects to be reimbursed for such advances from the proceeds of future Marketing Fund Contributions, it being agreed that any such advances will not constitute Manager Advances. The Manager, acting on behalf of the relevant agreements or otherwise takes or fails to take any actions that adversely affect NewCo’s rights Securitization Entities, may pursuant to the Marketing Funds (other than the $100 million terms of this Agreement, increase or reduce the Marketing Funds Fund Contributions required to be retained paid by Sprint the Franchisees and Retained Corporate-Owned Centers pursuant to the terms of this Section 3.5), NewCo shall be entitled Agreement and in accordance with the Managing Standard. The Manager may appoint any Sub-Manager to seek monetary damages against Sprint to compensate NewCo for the loss of such maintain and administer a Marketing Funds. NewCo will not take any actions to amend the Marketing Funds provisions of the relevant agreements or otherwise adversely affect such Marketing Funds to be allocated to Sprint until its obligations to Sprint under this Section 3.5 have been satisfied in fullFund Account.