Common use of Approval Process Clause in Contracts

Approval Process. Not less than five Business Days prior to the Commencement Date for an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, the Obligors’ Agent shall deliver to the Facility Agent: (a) a notice requesting the establishment of an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, and specifying: (i) whether the Ancillary Facility or Fronted Ancillary Facility, as the case may be, is to be provided under the Euro Revolving Facility or the Sterling Revolving Facility; (ii) the proposed Borrower(s) (or Affiliate of a Borrower) which may use the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (iv) the proposed type of Ancillary Facility or Fronted Ancillary Facility, as the case may be, to be provided; (v) the proposed Ancillary Lender or Fronting Ancillary Lender, as the case may be; (vi) if applicable, the proposed applicable Ancillary Commitment and the amount of that Ancillary Commitment specified as an amount in the Base Currency; (vii) if applicable, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount of that Fronted Revolving Commitment specified as an amount in the Base Currency; and (viii) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (b) a copy of the proposed Ancillary Document; and (c) any other information which the Facility Agent may reasonably require in connection with the Ancillary Facility or Fronted Ancillary Facility, as the case may be. The Facility Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender or the Fronting Ancillary Lender, as the case may be and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may be.

Approval Process. Not less In the event that Sponsor desires that Servicer establish a Loan Commitment under the Operative Documents, Sponsor shall forward to Servicer an appropriate Funding Approval Notice no later than five Business Days thirty (30) days prior to the Commencement anticipated Closing Date for of such Loan Commitment. Such Funding Approval Notice shall indicate whether the requested Loan Commitment is a Startup Franchisee Loan Commitment or an Ancillary Facility or a Fronted Ancillary Facility, as Established Franchisee Loan Commitment and shall contain the case may be, the Obligors’ Agent shall deliver to the Facility Agent: (a) a notice requesting the establishment of an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, and specifyingfollowing information: (i) whether the Ancillary Facility or Fronted Ancillary Facility, as the case may be, is to be provided under the Euro Revolving Facility or the Sterling Revolving FacilityFranchisee’s legal name and State of organization; (ii) the proposed Borrower(s) (or Affiliate amount of a Borrower) which may use the Ancillary Facility or Fronted Ancillary Facility, as the case may beRevolving Loan Commitment if applicable; (iii) the proposed Commencement Date and expiry date amount of the Ancillary Facility or Fronted Ancillary Facility, as the case may beTerm Loan Commitment if applicable; (iv) the proposed type of Ancillary Facility or Fronted Ancillary Facility, as the case may be, to be providedapplicable interest rate for such Loan; (v) the proposed Ancillary Lender or Fronting Ancillary Lenderamount of the Commitment Fee, as the case may bewhich shall not exceed 100 basis points; (vi) if applicable, a copy of the proposed applicable Ancillary Commitment and the amount Franchisee’s executed franchise application authorizing release of that Ancillary Commitment specified as an amount all information set forth therein or delivered in the Base Currencyconnection therewith to Servicer; (vii) if applicable, the proposed applicable Fronted Revolving Commitment (amortization period with respect to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount of that Fronted Revolving Commitment specified as an amount in the Base Currency; andany Established Franchisee Term Loan; (viii) the proposed currency of the Ancillary Facility Franchisee’s federal tax identification number or Fronted Ancillary Facility, as the case may besocial security number; (bix) the legal address(es) (including county) of the Franchisee’s residence or principal place of business, each store location, and the site(s) where any Collateral to be pledged as security for the Loan is stored, together with any other corporate or tradenames used by the Franchisee in the last five (5) years; (x) if the Franchisee is a corporation, copies of the Franchisee’s Articles or Certificate of Incorporation, certified by the Secretary of State of its incorporation, copies of the Franchisee’s by-laws and current incumbency certificate, if the Franchisee is a partnership, a copy of the proposed Ancillary Documentcurrent partnership agreement, if the Franchisee is a limited liability company, a copy of the current operating or limited liability company agreement and if the Franchisee is a sole proprietor, a Statement of Sole Proprietorship in the form provided by Servicer; (xi) good standing certificate from the Secretary of State in which the Franchisee is organized or formed; (xii) for any Established Franchisee Loan Commitment, a detailed description of the financial covenants to be included in the Established Franchisee Loan Agreement, including any defined terms used in such financial covenants; and (cxiii) any such other information which as Servicer shall reasonably request, including, without limitation, a listing of all Subsidiaries of the Facility Agent may reasonably require in connection with the Ancillary Facility or Fronted Ancillary FacilityFranchisee, as the case may bea listing of all Guarantors and a listing of all Permitted Liens. The Facility Agent Funding Approval Notice shall promptly notify contain a statement that Sponsor has approved the Obligors’ Agent, Franchisee for a franchise license and for participation in the Ancillary Lender or Franchisee Loan Program and shall also state that the Fronting Ancillary Lender, as Sponsor consents to the case may be and the other Lenders liens in favor of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may beServicer provided for therein.

Approval Process. Not less than five Business Days prior to the Commencement Date for an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, the Obligors’ Agent shall deliver to the Facility Agent: (a) a notice requesting GE will require the establishment following with respect to applications for each Program Financing (any of an Ancillary Facility or a Fronted Ancillary Facility, as the case which may be, and specifying:be waived by GE in its sole discretion): (i) whether a fully completed Loan Application ("APPLICATION") in substantially the Ancillary Facility or Fronted Ancillary Facilitysame form and substance as set forth in Exhibit B attached hereto, as which Application shall set forth the case may belocation of the Restaurant(s) for which the Program Financing relates, is and an election for the loan to be provided under accrue interest at either the Euro Revolving Facility fixed at closing rate or the Sterling Revolving Facilityvariable rate with option to fix; (ii) the proposed Borrower(s) (or Affiliate with respect to any Eligible Transaction consisting of an acquisition of a Borrower) which may use Restaurant or the Ancillary Facility or Fronted Ancillary Facilityreal estate relating thereto, as a copy of the case may bePurchase and Sale Agreement and Letter of Intent, together with a detailed breakdown of the acquisition costs; (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facilityfor each Restaurant, as the case may bea three (3) year financial projection; (iv) the proposed type of Ancillary Facility for new Franchisees, an owner's background summary or Fronted Ancillary Facility, as the case may be, to be providedresume; (v) for existing Franchisees, financial statements and tax returns for the proposed Ancillary Lender or Fronting Ancillary Lender, as last two (2) fiscal years preceding the case may besubmission of the Application for the Franchisee and for all affiliated restaurant and franchise companies; (vi) if applicablefor each Restaurant for which a Program Financing is sought as well as any and all other entities or franchises either partially or fully owned by the applying Franchisee, (x) monthly financial statements for the proposed applicable Ancillary Commitment twelve (12) months preceding the submission of the Application and (y) a summary of all of the amount of that Ancillary Commitment specified as an amount in the Base CurrencyFranchisee's debt and lease obligations; (vii) if applicable, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) personal financial statements and the amount last two (2) years tax returns for each of that Fronted Revolving Commitment specified as an amount in the Base Currencyprincipals of the Franchisee who will be guarantors of the corresponding Program Financing; and (viii) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility, such additional information as GE may reasonably request. The foregoing items (i) through (viii) shall hereinafter be referred to collectively as the case may be;"APPLICATION PACKAGE". (b) Upon submission of a completed Application Package to GE by a Franchisee, GE shall review the creditworthiness of each Franchisee and, if such Franchisee satisfies GE's criteria for Program Financing, in GE's sole discretion, GE shall forward the Application Package, GE's financial analysis and a "Program Agreement Addendum," the form of which is attached hereto as Exhibit C, to Franchisor for review by Franchisor. If Franchisor, in its sole discretion, then approves the Franchisee for Program Financing, Franchisor shall, within ten (10) business days after receipt by Franchisor of the Application Package from GE, forward to GE an executed copy of the Program Agreement Addendum. GE shall then provide Program Financing to such Franchisee upon the terms, provisions and conditions contained herein and, to the extent such terms, provisions and conditions are not set forth herein, as GE determines in GE's ordinary course of business. If Franchisor disapproves of a proposed Ancillary Document; andProgram Financing, GE shall be under no obligation to Franchisor or to the prospective Franchisee or any related Franchisee to further consider the proposed Program Financing or any additional proposed Program Financing by such Franchisee or any related Franchisee. (c) any GE will use its best efforts to complete its review of each completed Application Package within ten (10) business days after receipt thereof at GE's offices in Scottsdale, Arizona (Attn: ▇▇▇▇ Record) or such other information which the Facility Agent may reasonably require in connection processing locations as GE designates. If GE rejects an Application Package, GE shall notify Franchisor within five (5) business days thereafter, and GE shall review with the Ancillary Facility Franchisee the reason(s) it did not qualify for the Program Financing. If GE rejects a proposed Program Financing, GE shall be under no obligation to Franchisor or Fronted Ancillary Facilityto the prospective Franchisee or any related Franchisee to further consider the proposed Program Financing or any additional proposed Program Financing by such Franchisee or any related Franchisee. GE, as in its sole discretion, may limit the case may be. The Facility Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender or the Fronting Ancillary Lender, as the case maximum amount which may be advanced to a particular Franchisee and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may beto such Franchisee's affiliates to $7,500,000 in total borrowings.

Approval Process. Not less than five Landlord shall respond to any written request for approval of any plans or specifications pursuant to this Article 46 within ten (10) Business Days prior after Landlord’s receipt of fully complete, signed and sealed plans and specifications, provided Tenant's submission complies in all material respects with the requirements of this Lease. If Landlord does not respond to Tenant’s request for approval within the Commencement Date aforesaid ten (10) Business Day period, then Tenant may provide Landlord with an additional notice stating at the top in capitalized, bold, 14 point font, "FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE ITEMS SET FORTH HEREIN", and if Landlord does not approve or disapprove such plans and specifications within five (5) Business Days of Landlord’s receipt of such additional notice, such plans and specifications shall be deemed to be approved. If Landlord timely disapproves of all or any portion of the plans and specifications and/or requires additional information, Landlord shall specify the reasons for an Ancillary Facility or a Fronted Ancillary Facilitysuch rejection and/or the additional information requested, as applicable, and Tenant shall resubmit revised plans and specifications and/or provide the case may be, the Obligors’ Agent requested information within three (3) Business Days thereafter whereupon Landlord shall deliver to the Facility Agent: respond within three (a3) a notice requesting the establishment Business Days following Tenant’s resubmission of an Ancillary Facility or a Fronted Ancillary Facilitysuch additional information and/or revised plans, as applicable. If Landlord does not respond to any such resubmitted plans and/or additional information within said three (3) Business Day period, then Tenant may provide Landlord with an additional notice stating at the case may betop in capitalized, bold, 14 point font, "FAILURE TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE ITEMS SET FORTH HEREIN", and specifying: if Landlord does not respond to such plans and specifications within three (i3) whether the Ancillary Facility or Fronted Ancillary FacilityBusiness Days of Landlord’s receipt of such additional notice, as the case may be, is such revised plans shall be deemed to be provided under approved. The failure of Tenant to provide Landlord with revised plans and specifications and/or any additional information within the Euro Revolving Facility or time periods set forth above shall constitute a Tenant Delay for each day thereafter until the Sterling Revolving Facility; (ii) applicable plans and specifications and/or additional information are delivered to Landlord by Tenant in accordance with the proposed Borrower(s) terms of this Lease. Such process shall be repeated until the applicable plans and specifications have been approved (or Affiliate of a Borrowerdeemed approved) which may use the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (iv) the proposed type of Ancillary Facility or Fronted Ancillary Facility, as the case may be, to be provided; (v) the proposed Ancillary Lender or Fronting Ancillary Lender, as the case may be; (vi) if applicable, the proposed applicable Ancillary Commitment and the amount of that Ancillary Commitment specified as an amount in the Base Currency; (vii) if applicable, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount of that Fronted Revolving Commitment specified as an amount in the Base Currency; and (viii) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (b) a copy of the proposed Ancillary Document; and (c) any other information which the Facility Agent may reasonably require in connection with the Ancillary Facility or Fronted Ancillary Facility, as the case may be. The Facility Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender or the Fronting Ancillary Lender, as the case may be and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may beby Landlord.

Approval Process. Not less than five Business Days prior 3.1. Promptly following the execution of the Stipulation, the Settling Parties shall submit to the Commencement Date Court this Stipulation together with the referenced exhibits, and shall jointly apply for an Ancillary Facility or entry of a Fronted Ancillary FacilityPreliminary Approval Order, as substantially in the case may beform of Exhibit C attached hereto, the Obligors’ Agent shall deliver to the Facility Agent: that: (a) preliminarily approves the Settlement set forth in this Stipulation; (b) sets a notice requesting date for the establishment Settlement Hearing; (c) approves the form and content of an Ancillary Facility the Settlement Notice; and (d) preliminarily enjoins J&J, Plaintiffs and any other J&J shareholder from commencing, instituting, or a Fronted Ancillary Facilityprosecuting any of the Released Plaintiff Claims against the Released Defendant Parties and preliminarily enjoins Defendants and each of the other Released Defendant Parties from commencing, as instituting or prosecuting any of the case may be, and specifying:Released Defendant Claims against the Released Plaintiff Parties. 3.2. Not later than five (5) business days following entry of the Preliminary Approval Order J&J: (i) whether shall cause the Ancillary Facility or Fronted Ancillary Facility, as the case may be, is Form 8-K to be provided under filed with the Euro Revolving Facility or the Sterling Revolving Facility; SEC; (ii) shall post copies of the proposed Borrower(s) (or Affiliate Stipulation of a Borrower) which may use Settlement, Exhibits A and B and the Ancillary Facility or Fronted Ancillary Facility, as Notice of the case may be; Proposed Settlement on its corporate website; and (iii) shall mail the proposed Commencement Date and expiry date Notice of the Ancillary Facility or Fronted Ancillary FacilityProposed Settlement to registered shareholders. Not later than ten (10) days following entry of the Preliminary Approval Order, as J&J shall cause the case may be; (iv) the proposed type of Ancillary Facility or Fronted Ancillary Facility, as the case may be, Summary Notice to be provided; (v) the proposed Ancillary Lender or Fronting Ancillary Lender, as the case may be; (vi) if applicable, the proposed applicable Ancillary Commitment and the amount of that Ancillary Commitment specified as an amount published once each in the Base Currency;national edition of The Wall Street Journal and USA Today and over PR Newswire. (vii) if applicable, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount of that Fronted Revolving Commitment specified as an amount in the Base Currency; and (viii) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (b) a copy of the proposed Ancillary Document; and (c) any other information which the Facility Agent may reasonably require 3.3. The Company shall be responsible for paying all costs incurred in connection with the Ancillary Facility dissemination of the Settlement Notice, whether or Fronted Ancillary Facilitynot the Settlement becomes effective, as the case may beand in no event shall Plaintiffs, their counsel or agents be responsible for any such notice costs. 3.4. The Facility Agent Settling Parties shall promptly notify jointly request that, after notice of the Obligors’ AgentSettlement is made and the time for objection is past, the Ancillary Lender Court hold a Settlement Hearing to consider and determine: (a) whether to approve the Settlement; (b) whether Judgment should be entered dismissing the Derivative Actions with prejudice, each party to bear his, her or the Fronting Ancillary Lenderits own costs except as otherwise provided herein; (c) whether permanently to bar and enjoin J&J, as the case may be Plaintiffs and each of the other Lenders J&J shareholders from litigating any of the establishment Released Plaintiff Claims against any of the Released Defendants Parties and whether permanently to bar and enjoin Defendants and each of the other Released Defendant Parties from litigating any of the Released Defendant Claims against any of the Released Plaintiff Parties; and (d) whether to approve the application of Plaintiffs' Counsel for an Ancillary Facility or Fronted Ancillary Facilityaward of fees and reimbursement of expenses. 3.5. If the Settlement contemplated by this Stipulation is approved by the Court, the Settling Parties shall jointly request that the Court enter the Judgment, substantially in the form attached hereto as the case may be.Exhibit F.

Approval Process. Not less than five Business Days prior If Tenant desires to perform any work in the Premises that requires Landlord’s approval under Section 8.1 hereto and submits to Landlord plans and specifications therefor or change orders thereto, then Landlord shall within ten business days after its receipt of such plans and specifications and within six business days after its receipt of any such change orders with respect thereto (or, if such change orders involve work which would affect the Building’s Structure or the Building’s Systems, ten business days after its receipt of any such change orders), notify Tenant whether it approves or disapproves the same; any notice of disapproval shall be accompanied by a statement in reasonable detail of the reasons therefor. If, in Landlord’s reasonable judgment, any item submitted by Tenant under this Lease is not accompanied by sufficient information to allow Landlord to determine whether such items should be approved, then the time period hereunder for Landlord’s response shall be extended by one day for each day until Tenant provides such necessary information to Landlord. Notwithstanding the foregoing, if Landlord fails to notify Tenant that it approves or disapproves the requested alteration to the Commencement Date for an Ancillary Facility Premises within ten business days after submission to Landlord of all the items required under this Section 8, Tenant may deliver a second written notice regarding same to Landlord, and if such second notice conspicuously states, “IF YOU DO NOT DELIVER YOUR APPROVAL OR DISAPPROVAL OF THE REQUESTED ALTERATION WITHIN FIVE BUSINESS DAYS AFTER YOU RECEIVE THIS REQUEST FOR CONSENT, YOUR APPROVAL OF THIS ALTERATION WILL BE DEEMED GIVEN”, and ▇▇▇▇▇▇▇▇ fails to notify Tenant that it approves or a Fronted Ancillary Facility, as disapproves the case may be, the Obligors’ Agent shall deliver requested alteration to the Facility Agent: (a) a notice requesting the establishment Premises within five business days after delivery of an Ancillary Facility or a Fronted Ancillary Facilitysuch second notice, as the case may be, and specifying: (i) whether the Ancillary Facility or Fronted Ancillary Facility, as the case may be, is then Landlord shall be deemed to be provided under the Euro Revolving Facility or the Sterling Revolving Facility; (ii) the proposed Borrower(s) (or Affiliate of a Borrower) which may use the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (iv) the proposed type of Ancillary Facility or Fronted Ancillary Facility, as the case may be, to be provided; (v) the proposed Ancillary Lender or Fronting Ancillary Lender, as the case may be; (vi) if applicable, the proposed applicable Ancillary Commitment and the amount of that Ancillary Commitment specified as an amount in the Base Currency; (vii) if applicable, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount of that Fronted Revolving Commitment specified as an amount in the Base Currency; and (viii) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (b) a copy of the proposed Ancillary Document; and (c) any other information which the Facility Agent may reasonably require in connection with the Ancillary Facility or Fronted Ancillary Facility, as the case may be. The Facility Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender or the Fronting Ancillary Lender, as the case may be and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may behave approved such alteration.

Approval Process. Not less (a) In the event that Sponsor desires that Servicer establish a Loan Commitment under the Operative Documents, Sponsor shall forward to Servicer an appropriate Funding Approval Notice no later than five thirty (30) days prior to the anticipated Closing Date of such Loan Commitment. Such Funding Approval Notice shall indicate whether the requested Loan Commitment is a Line of Credit Commitment, a Revolving Commitment or a Term Loan Commitment and shall contain the following information: (i) the Franchisee’s legal name and State or Territory of organization (or whether such Franchisee is organized under Canadian federal law); (ii) the amount of the Loan Commitment; (iii) the applicable interest rate for such Loan; (iv) the amount of the applicable commitment fee for such Loan Commitment, which shall not exceed 100 basis points per annum; (v) a copy of the Franchisee’s executed franchise application authorizing release of all information set forth therein or delivered in connection therewith to (b) Upon receipt of the Funding Approval Notice, Servicer shall, as soon as practicable, notify Sponsor if the Funding Approval Notice fails to contain any of the items described in the preceding Section, or if Servicer has any questions relating to such Funding Approval Notice or the information submitted therewith; and (c) Sponsor shall forward to Servicer a completed Store Opening Information Sheet (i) contemporaneously with the Funding Approval Notice if the Franchisee is already a Borrower and (ii) at least ten (10) Business Days prior to the Commencement anticipated Closing Date if the Franchisee is not presently a Borrower, in each case together with a duly executed landlord’s waiver for an Ancillary Facility or a Fronted Ancillary Facilityeach leased location listed on the Store Opening Information Sheet where the financed Merchandise is located, as substantially in the case may beform of Exhibit H. If Sponsor fails to deliver any of the foregoing items to the Servicer, the Obligors’ Agent Servicer shall deliver have no obligation to the Facility Agent: (a) a notice requesting the establishment of an Ancillary Facility maintain such items in its files or a Fronted Ancillary Facility, as the case may be, and specifying: (i) whether the Ancillary Facility or Fronted Ancillary Facility, as the case may be, is to be provided under the Euro Revolving Facility or the Sterling Revolving Facility; (ii) the proposed Borrower(s) (or Affiliate of a Borrower) which may use the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (iv) the proposed type of Ancillary Facility or Fronted Ancillary Facility, as the case may be, to be provided; (v) the proposed Ancillary Lender or Fronting Ancillary Lender, as the case may be; (vi) if applicable, the proposed applicable Ancillary Commitment and the amount of notify Sponsor that Ancillary Commitment specified as an amount in the Base Currency; (vii) if applicable, the proposed applicable Fronted Revolving Commitment (to the extent that amount is such items have not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount of that Fronted Revolving Commitment specified as an amount in the Base Currency; and (viii) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (b) a copy of the proposed Ancillary Document; and (c) any other information which the Facility Agent may reasonably require in connection with the Ancillary Facility or Fronted Ancillary Facility, as the case may be. The Facility Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender or the Fronting Ancillary Lender, as the case may be and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may bebeen received by Servicer.

Approval Process. Not less (a) In the event that Sponsor desires that Servicer establish a Loan Commitment under the Operative Documents, Sponsor shall forward to Servicer an appropriate Funding Approval Notice no later than five Business Days thirty (30) days prior to the Commencement anticipated Closing Date for an Ancillary Facility of such Loan Commitment. Such Funding Approval Notice shall indicate whether the requested Loan Commitment is a Line of Credit Commitment, a Revolving Commitment or a Fronted Ancillary Facility, as Term Loan Commitment and shall contain the case may be, the Obligors’ Agent shall deliver to the Facility Agent: (a) a notice requesting the establishment of an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, and specifyingfollowing information: (i) the Franchisee’s legal name and State or Territory of organization (or whether the Ancillary Facility or Fronted Ancillary Facility, as the case may be, such Franchisee is to be provided organized under the Euro Revolving Facility or the Sterling Revolving FacilityCanadian federal law); (ii) the proposed Borrower(s) (or Affiliate amount of a Borrower) which may use the Ancillary Facility or Fronted Ancillary Facility, as the case may beLoan Commitment; (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facility, as the case may beapplicable interest rate for such Loan; (iv) the proposed type amount of Ancillary Facility or Fronted Ancillary Facilitythe applicable commitment fee for such Loan Commitment, as the case may be, to be providedwhich shall not exceed 100 basis points per annum; (v) a copy of the proposed Ancillary Lender Franchisee’s executed franchise application authorizing release of all information set forth therein or Fronting Ancillary Lender, as the case may bedelivered in connection therewith to Servicer; (vi) the Franchisee’s federal tax identification number, if applicable, the proposed applicable Ancillary Commitment and the amount of that Ancillary Commitment specified as an amount in the Base Currency; (vii) the legal address(es) of the Franchisee’s residence or principal place of business, each store location, and the site(s) where any Collateral to be pledged as security for the Loan is stored, together with any other corporate names or tradenames used by the Franchisee in the last five (5) years for Franchisees organized in the United States or all predecessor corporate names or tradenames used by the Franchisee since the initial incorporation of the oldest predecessor corporation for Franchisees organized in Canada; (viii) if applicablethe Franchisee is a corporation, copies of the Franchisee’s articles or certificate of incorporation (or equivalent), certified by the Secretary of State (or equivalent) of its jurisdiction of organization (or, if the Secretary of State (or equivalent) does not generally provide such copies, certified by the corporate secretary of the Borrower), copies of the Franchisee’s by-laws and current incumbency certificate, if the Franchisee is a partnership, a copy of the current partnership agreement, if the Franchisee is a limited liability company, a copy of the current operating or limited liability company agreement and if the Franchisee is a sole proprietor, a Statement of Sole Proprietorship (or equivalent) in the form provided by Servicer; (ix) good standing certificate (or equivalent) from the Secretary of State (or equivalent) of the state or territory in which the Franchisee is organized or formed; (x) for any Revolving Commitment, US Term Loan Commitment or Canadian Term Loan Commitment, a detailed description of the financial covenants to be included in the Loan Agreement, including any defined terms used in such financial covenants (xi) for any US Term Loan Commitment or Canadian Term Loan Commitment, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount date on which payments of that Fronted Revolving Commitment specified as an amount in the Base Currencyprincipal should begin; and (viiixii) the proposed currency such other information as Servicer shall reasonably request, including, without limitation, a listing of all Subsidiaries of the Ancillary Facility or Fronted Ancillary FacilityFranchisee, as a listing of all Guarantors and a listing of all Permitted Liens. The Funding Approval Notice shall contain a statement that Sponsor has approved the case may be;Franchisee for a franchise license and for participation in the Franchisee Loan Program and shall also state that the Sponsor consents to the liens in favor of Servicer provided for therein. (b) a copy Upon receipt of the proposed Ancillary DocumentFunding Approval Notice, Servicer shall, as soon as practicable, notify Sponsor if the Funding Approval Notice fails to contain any of the items described in the preceding Section, or if Servicer has any questions relating to such Funding Approval Notice or the information submitted therewith; and (c) any other information which the Facility Agent may reasonably require in connection Sponsor shall forward to Servicer a completed Store Opening Information Sheet (i) contemporaneously with the Ancillary Facility or Fronted Ancillary FacilityFunding Approval Notice if the Franchisee is already a Borrower and (ii) at least ten (10) Business Days prior to the anticipated Closing Date if the Franchisee is not presently a Borrower, as in each case together with a duly executed landlord’s waiver for each leased location listed on the case may be. The Facility Agent shall promptly notify Store Opening Information Sheet where the Obligors’ Agentfinanced Merchandise is located, substantially in the form of Exhibit H. If Sponsor fails to deliver any of the foregoing items to the Servicer, the Ancillary Lender Servicer shall have no obligation to maintain such items in its files or the Fronting Ancillary Lender, as the case may be and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may beto notify Sponsor that such items have not been received by Servicer.

Approval Process. Not less than five Business Days prior to the Commencement Date for an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, the Obligors’ Agent shall deliver to the Facility Agent: (a) a notice requesting Licensee, at its expense, shall submit to Licensor all materials, including packaging (including user guides and other in-box materials), labeling, point of sale materials, public relations materials, trade show materials and displays, sales materials and advertising and promotional materials, bearing the establishment of an Ancillary Facility or a Fronted Ancillary Facility, as the case may beLicensed Marks (“Materials”), and specifyingif such items are in a foreign language, translations of such items along with certification that such translations are accurate, for Licensor’s advance written approval, such approval not to be unreasonably withheld or delayed, prior to use, sale or distribution; provided that any Materials in use by Licensee as of the Effective Date shall be deemed approved by Licensor. If Licensor fails to approve or disapprove a submission through Licensor’s standard review procedures generally applicable to licensees within ten (10) days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to have disapproved of such submission and Licensee shall have no right to use the Licensed ▇▇▇▇ in connection therewith; provided that if Licensee then resubmits such submission and materials, then if Licensor fails to approve or disapprove such submission through Licensor’s standard review procedures generally applicable to licensees within five (5) days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to have approved of such submission. (b) Notwithstanding the generality of the foregoing, the following rules shall apply to the review and approval process: (i) whether Licensor reserves the Ancillary Facility right to withdraw approval for an item if it departs from the approved sample, or Fronted Ancillary Facilityif any quality, as the case may be, is liability or safety issues with respect to be provided under the Euro Revolving Facility or the Sterling Revolving Facility;an item are subsequently identified. (ii) In the proposed Borrower(s) (event of any modification or Affiliate change in use or quality of a Borrower) which may any Materials submitted for approval, or the use of the Ancillary Facility Licensed Marks on such Materials or Fronted Ancillary Facilityon the Licensed Products, as whether during the case may be;approval process or after final approval has been granted, Licensee shall re-submit such Materials for approval. (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facility, as the case may be;Licensee shall disclose all sources for any artwork not supplied by Licensor. (iv) Licensee shall not use the proposed type Licensed Marks, artwork and/or designs or any component thereof in any business sign, business card, stationery or form or as part of Ancillary Facility the name of Licensee’s business or Fronted Ancillary Facilityany division thereof, as unless Licensor has previously approved such use. If Licensor fails to approve or disapprove a submission through Licensor’s standard review procedures generally applicable to licensees within ten (10) days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to have disapproved of such submission and Licensee shall have no right to use the case may beLicensed ▇▇▇▇ in connection therewith; provided that if Licensee then resubmits such submission and materials, then if Licensor fails to approve or disapprove such submission through Licensor’s standard review procedures generally applicable to licensees within five (5) days after Licensor’s receipt of those materials necessary for its review, Licensor shall be provided;deemed to have approved of such submission. (v) All press releases and/or public announcements by Licensee concerning the proposed Ancillary Lender or Fronting Ancillary Lendersubject matter of this Agreement shall be subject to prior written approval by Licensor, both as the case may be; (vi) if applicable, the proposed applicable Ancillary Commitment and the amount of that Ancillary Commitment specified as an amount in the Base Currency; (vii) if applicable, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled content and timing of any such release or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount of that Fronted Revolving Commitment specified as an amount in the Base Currency; and (viii) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (b) a copy of the proposed Ancillary Document; andannouncement. (c) Licensee shall not use or display the Licensed Marks in any other information which the Facility Agent may reasonably require in connection with the Ancillary Facility or Fronted Ancillary Facility, as the case may be. The Facility Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender or the Fronting Ancillary Lender, as the case may be and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may beway without Licensor’s prior approval pursuant to this Article IV.

Approval Process. Not less (a) In the event that Sponsor desires that Servicer establish a Loan Commitment under the Operative Documents, Sponsor shall forward to Servicer an appropriate Funding Approval Notice no later than five Business Days thirty (30) days prior to the Commencement anticipated Closing Date for of such Loan Commitment. Such Funding Approval Notice shall indicate whether the requested Loan Commitment is a Startup Franchisee Loan Commitment or an Ancillary Facility or a Fronted Ancillary Facility, as Established Franchisee Loan Commitment and shall contain the case may be, the Obligors’ Agent shall deliver to the Facility Agent: (a) a notice requesting the establishment of an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, and specifyingfollowing information: (i) whether the Ancillary Facility or Fronted Ancillary Facility, as the case may be, is to be provided under the Euro Revolving Facility or the Sterling Revolving FacilityFranchisee’s legal name and State of organization; (ii) the proposed Borrower(s) (or Affiliate amount of a Borrower) which may use the Ancillary Facility or Fronted Ancillary Facility, as the case may beLoan Commitment; (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facility, as the case may beapplicable interest rate for such Loan; (iv) the proposed type amount of Ancillary Facility or Fronted Ancillary Facilitythe Commitment Fee, as the case may be, to be providedwhich shall not exceed 100 basis points; (v) a copy of the proposed Ancillary Lender Franchisee’s executed franchise application authorizing release of all information set forth therein or Fronting Ancillary Lender, as the case may bedelivered in connection therewith to Servicer; (vi) if applicable, the proposed applicable Ancillary Commitment and the amount of that Ancillary Commitment specified as an amount in the Base CurrencyFranchisee’s federal tax identification number or social security number; (vii) if applicablethe legal address(es) (including county) of the Franchisee’s residence or principal place of business, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) each store location, and the amount of that Fronted Revolving Commitment specified site(s) where any Collateral to be pledged as an amount security for the Loan is stored, together with any other corporate or tradenames used by the Franchisee in the Base Currencylast five (5) years; (viii) if the Franchisee is a corporation, copies of the Franchisee’s Articles or Certificate of Incorporation, certified by the Secretary of State of its incorporation, copies of the Franchisee’s by-laws and current incumbency certificate, if the Franchisee is a partnership, a copy of the current partnership agreement, if the Franchisee is a limited liability company, a copy of the current operating or limited liability company agreement and if the Franchisee is a sole proprietor, a Statement of Sole Proprietorship in the form provided by Servicer; (ix) good standing certificate from the Secretary of State in which the Franchisee is organized or formed; (x) for any Established Franchisee Loan Commitment, a detailed description of the financial covenants to be included in the Established Franchisee Loan Agreement, including any defined terms used in such financial covenants; and (viiixi) the proposed currency such other information as Servicer shall reasonably request, including, without limitation, a listing of all Subsidiaries of the Ancillary Facility or Fronted Ancillary FacilityFranchisee, as a listing of all Guarantors and a listing of all Permitted Liens. The Funding Approval Notice shall contain a statement that Sponsor has approved the case may be;Franchisee for a franchise license and for participation in the Franchisee Loan Program and shall also state that the Sponsor consents to the liens in favor of Servicer provided for therein. (b) a copy Upon receipt of the proposed Ancillary DocumentFunding Approval Notice, Servicer shall, as soon as practicable, notify Sponsor if the Funding Approval Notice fails to contain any of the items described in the preceding Section, or if Servicer has any questions relating to such Funding Approval Notice or the information submitted therewith; and (c) any other information which the Facility Agent may reasonably require in connection Sponsor shall forward to Servicer a completed Store Opening Information Sheet (i) contemporaneously with the Ancillary Facility Funding Approval Notice if the Startup Franchisee or Fronted Ancillary FacilityEstablished Franchisee is already a Borrower and (ii) at least ten (10) Business Days prior to the anticipated Closing Date if the Startup Franchisee or Established Franchisee is not presently a Borrower, as in each case together with the case may befollowing additional documents: (1) a duly executed Landlord’s Waiver for each leased location listed on the Store Opening Information Sheet where the financed Merchandise is located, substantially in the form of Exhibit H; and (2) complete legal descriptions for each leased location listed on the Store Opening Information Sheet where the financed Merchandise is located. The Facility Agent shall promptly notify If Sponsor fails to deliver any of the Obligors’ Agentforegoing items to the Servicer, the Ancillary Lender Servicer shall have no obligation to maintain such items in its files or the Fronting Ancillary Lender, as the case may be and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may beto notify Sponsor that such items have not been received by Servicer.

Approval Process. Not less than Except where explicitly stated otherwise in this Agreement, for any action that requires Licensor’s approval, Licensee shall submit its proposal to Licensor. Licensor shall have five Business Days prior (5) business days following receipt of the proposal to approve or reject such proposal in writing, such approval not to be unreasonably withheld, conditioned or delayed, provided, however, that in the Commencement Date event Licensor fails to respond within such five (5) business day period, such proposal will be deemed approved. Licensee shall be required to receive Licensor’s approval for an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, the Obligors’ Agent shall deliver to the Facility Agent: following: (a) a notice requesting approval of the establishment initial look and feel for the relaunch of any of the Managed Assets (including without limitation the placement and prominence of editorial Content and promotion of Playboy-branded properties); (b) initial approval of any new product or service using Licensor’s Trademarks or to be launched, including approval of both the product concept and the look and feel; (c) creation or acquisition of an Ancillary Facility account on a Social Media Platform, subject to section 5.10; (d) any modifications, registrations, creation of new or a Fronted Ancillary Facility, as the case may be, combinations of Licensor Trademarks; and specifying: (e) press releases or other publicity subject to Section 15.7; provided that (i) whether once the Ancillary Facility materials in (a) or Fronted Ancillary Facility(b) above or any new product or relaunch of any of the Managed Assets (the “Materials”) above are approved, as the case may beany non-materials modifications and/or adjustments will not require further approval from Licensor, is to be provided under the Euro Revolving Facility or the Sterling Revolving Facility; (ii) Licensee is not required to seek approval on any changes to the proposed Borrower(s) (or Affiliate Materials, if such changes are for the purpose of a Borrower) which may use compliance with requirements under applicable Law and rules; provided that Licensee provides information on such requirements and the Ancillary Facility or Fronted Ancillary Facilityresulting changes in the Materials for Licensor’s records, as the case may be; and (iii) the proposed Commencement Date and expiry date of the Ancillary Facility or Fronted Ancillary Facility, as in the case may be; where Licensor disapproves any matter, Licensor shall provide the reasons for disapproval (iv) the proposed type of Ancillary Facility or Fronted Ancillary Facilityincluding how to rectify, as the case may be, to be provided; (v) the proposed Ancillary Lender or Fronting Ancillary Lender, as the case may be; (vi) if applicable) and if there are any changes made as requested by Licensor, Licensor shall consider the proposed applicable Ancillary Commitment new submission and the amount provide a response within five (5) business days of Licensor’s receipt thereof, provided, however, that Ancillary Commitment specified as an amount in the Base Currency; event Licensor fails to respond within such five (vii5) if applicablebusiness day period, the proposed applicable Fronted Revolving Commitment (to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Fronted Ancillary Facility) and the amount of that Fronted Revolving Commitment specified as an amount in the Base Currency; and (viii) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (b) a copy of the proposed Ancillary Document; and (c) any other information which the Facility Agent may reasonably require in connection with the Ancillary Facility or Fronted Ancillary Facility, as the case may be. The Facility Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender or the Fronting Ancillary Lender, as the case may such proposal will be and the other Lenders of the establishment of an Ancillary Facility or Fronted Ancillary Facility, as the case may bedeemed approved.