What is the role of the 'Marketing Program' within the Camp Margaritaville System?

's receipt of written notice to that effect from the Approval Agents, the Approval Agents shall have the right to withdraw

approval of the Licensed Use(s) by delivery of a further written notice if the failure identified in the initial notice has not been cured. Franchisee shall then, upon receipt of such further notice, immediately cease use of the particular Licensed Use(s) identified in the notice.

Section 5.10 Marketing Program. Franchisee's Marketing Fee shall be contributed to a marketing program for the benefit of the Camp Margaritaville System (the "Marketing Program"). Franchisor shall use the Marketing Fee in a manner that Franchisor determines, in its sole discretion, to be in the general best interests of the Camp Margaritaville System. For example, the Marketing Fee may be used in the following manners:

• (a) conducting local, regional or national advertising, promotional or brand building programs of any kind;
• (b) developing, maintaining, administering, directing, preparing, or reviewing advertising and marketing materials, promotions and programs;
• (c) public awareness of any of the Camp Margaritaville Intellectual Property and/or the Margaritaville brand;
• (d) public and consumer relations and publicity;
• (e) brand development;
• (f) research and development of technology, products and services;
• (g) website and application development and search engine optimization;
• (h) development and implementation of quality control programs;
• (i) changes and improvements to the Camp Margaritaville System;
• (j) the fees and expenses of any advertising agency engaged by Franchisor, in its discretion, to assist in producing or conducting advertising or marketing efforts;
• (k) any other programs or activities that Franchisor deems necessary or appropriate to promote or improve the Camp Margaritaville System; and
• (l) Franchisor's or its Affiliates' expenses associated with direct or indirect labor, administrative, overhead or other expenses incurred in connection with promotional, marketing or advertising efforts or any of the foregoing activities, including working with public relations firms, advertising agencies, advertising placement services, and creative talent.

Franchisor's ability to use the Marketing Fee on any of the foregoing products or services does not reduce or negate Franchisee's obligation to separately pay for those products or services as otherwise provided herein. Franchisor retains sole authority to direct the Marketing Program, with sole control over the creative concepts, materials, and media used and the placement and allocation of advertising programs. Franchisor reserves the right to use any media, create any programs, and allocate advertising and promotional expenditures to any regions or locales Franchisor deems appropriate. The Marketing Program is not a trust or escrow account, and Franchisor has no fiduciary obligation to franchisees arising from the Marketing Program.

Section 5.11 Participation in Systemwide Advertising and Marketing; Local Advertising. Franchisee acknowledges that promoting Camp Margaritaville Resorts as a single chain in the United States is important to the success of the brand. In addition to any Resort advertising efforts Franchisee undertakes, Franchisee must also participate in and use, in the manner that Franchisor specifies, all advertising, marketing, and promotional activities, materials and programs that Franchisor periodically requires for the Camp Margaritaville System.

Source: Item 23 — RECEIPTS (FDD pages 72–406)