Common use of Approval Procedures Clause in Contracts

Approval Procedures. The approval of GUESS or the exercise of its discretion as to any request or proposal made by LICENSEE under any section of this Agreement shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related to the Product and/or the GUESS brand must be submitted to GUESS for written approval prior to manufacture, distribution or sale. Such submittals must be accompanied by a LICENSED PRODUCT APPROVAL FORM. Upon receipt of these submittals, GUESS shall have ten (10) business days to review and provide written approval or disapproval (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receipt, the item(s) shall be deemed APPROVED by GUESS. In each such instance where GUESS fails to respond to LICENSEE, LICENSEE shall send a notice to GUESS of the approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS with respect to the approval or disapproval of any matter shall be deemed to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operations.

Approval Procedures. The following paragraphs set forth the process for approval of GUESS or the exercise of its discretion space plan and construction documents: 1. Tenant has engaged, with Landlord's approval as to any request the scope of work and the cost of work, a design firm to prepare a space plan for the proposed improvements to the Premises. Landlord shall pay the cost of said space plan, which amount shall not be deducted from the Tenant Improvement Allowance. 2. Based on the space plan to be delivered by Tenant to Landlord by October 1, 1998 and to be modified by Tenant as reasonably required by Landlord (and revised to incorporate such modifications) by October 5, 1998 (the "Preliminary Space Plan"), Landlord shall commence the preparation of the plans and specifications (the "Construction Documents") necessary to construct the Initial Premises. At or proposal made by LICENSEE under any section prior to 5:00 p.m. on October 7, 1998, Tenant shall deliver to Landlord a space plan reflecting changes only to that portion of this Agreement the Premises on the seventh floor of the Building, which shall be at modified by Tenant as reasonably required by Landlord (and revised to incorporate such modifications) by 12:00 Noon on October 8, 1998 (the absolute "Final Space Plan"), which Final Space Plan shall be substituted for the Initial Space Plan as the basis for the preparation of the Construction Documents. Landlord shall deliver the Construction Documents to Tenant for review and sole subjective discretion of GUESSapproval no later than October 19, 1998 (the "Landlord's Plan Submittal Date for Initial Premises"). All packagingTenant shall review the Construction Documents and shall either return the same to Landlord, designs and artworkmarked approved or with Tenant's necessary changes indicated no later than October 23, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related 1998 (the "Tenant's Plan Approval Date for Initial Premises"). In the event that Tenant indicates changes to the Product and/or Construction Documents, Landlord shall promptly make the GUESS brand indicated changes and return the revised Construction Documents to Tenant for Tenant's review and approval. Tenant shall have five (5) days after receipt of the revised Construction Documents to approve and return to Landlord the Construction Documents. Construction Documents, with or without requested revisions from the Tenant, must be submitted signed by the Tenant (together with the Construction Documents so approved for the Subsequently Delivered Premises, the "Approved Construction Documents") to GUESS authorize Landlord to complete the work to the Initial Premises (work on the Initial Premises will not begin until such approval is received by Landlord). Based on the Final Space Plan, Landlord shall prepare the Construction Documents necessary to construct the Subsequently Delivered Premises. Landlord shall deliver the Construction Documents to Tenant for written review and approval prior no later than November 2, 1998 (the "Landlord's Plan Submittal Date for Subsequently Delivered Premises"). Tenant shall review the Construction Documents and shall either return the same to manufactureLandlord, distribution marked approved or salewith Tenant's necessary changes indicated no later than November 13, 1998 (the "Tenant's Plan Approval Date for Subsequently Delivered Premises"). Such submittals In the event that Tenant indicates changes to the Construction Documents, Landlord shall promptly make the indicated changes and return the revised Construction Documents to Tenant for Tenant's review and approval. Tenant shall have three (3) days after receipt of the revised Construction Documents to approve and return to Landlord the Construction Documents. Construction Documents, with or without requested revisions from Tenant, must be accompanied signed by a LICENSED PRODUCT APPROVAL FORMthe Tenant (and shall thereafter constitute Approved Construction Documents) to authorize Landlord to complete the work to the Subsequently Delivered Premises (work on the Subsequently Delivered Premises will not begin until such approval is received by Landlord). 3. Upon receipt of these submittals, GUESS shall have Within ten (10) business days of receipt of the applicable Approved Construction Documents, Landlord will provide to review and provide written approval or disapproval Tenant a reasonably detailed breakdown of the cost of the construction of such work (with direction for correcting any element(s) disapproved"Construction Costs"). If LICENSEE does the Construction Costs and Move Expenses are not receive either in excess of the Tenant Improvement Allowance, Landlord shall proceed promptly with the necessary construction. If the Construction Costs are in excess of the Tenant Improvement Allowance, Landlord will so advise Tenant, detailing the costs and overruns and will permit Tenant a written approval or disapproval with direction for correction from GUESS within ten reasonable time (10not to exceed seven (7) business days from receipt, the item(sdate of such notice) shall be deemed APPROVED to revise the Construction Documents to reduce the Construction Costs or approve the Construction Costs with such excess costs payable by GUESS. In each such instance where GUESS fails to respond to LICENSEE, LICENSEE shall send a notice to GUESS of the approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed Tenant as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS with respect to the approval or disapproval of any matter shall be deemed to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operationsset forth below.

Approval Procedures. 4.1 The approval of GUESS LICENSOR or the exercise of its discretion as to any request or proposal made by LICENSEE under any section of this Agreement shall be at the absolute and sole subjective reasonable discretion of GUESSLICENSOR and under the timeline described in this Section 4.1, unless otherwise expressly provided herein. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related to the Product and/or the GUESS brand must A first submission for approval shall be submitted to GUESS for written approval prior to manufacture, distribution or sale. Such submittals must be accompanied by deemed disapproved unless LICENSOR delivers a LICENSED PRODUCT APPROVAL FORM. Upon receipt notice of these submittals, GUESS shall have ten (10) business days to review and provide written approval or disapproval a request for additional information within seven (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (107) business days from receipt, the item(sdate LICENSOR receives the request for approval. A second submission for approval following (i) a default disapproval where LICENSOR did not respond after the first submission for approval or (ii) receipt by LICENSEE of a notice from LICENSOR requesting additional information shall be deemed APPROVED by GUESS. In each such instance where GUESS approved if LICENSOR fails to respond to LICENSEE, LICENSEE shall send a notice to GUESS of the approval after the ten concerning such second submission within five (105) business day perioddays. Notwithstanding the foregoing, LICENSOR shall not unduly delay requesting additional information and shall reasonably work with LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selectionexpedite any approval request submitted hereunder where such expedition is reasonably requested by LICENSEE. GUESS LICENSOR has no obligation to approve, review or consider any item that does not strictly materially comply with the required submission procedures. However, howeverwithin a reasonable time from receipt of a request for approval, GUESS LICENSOR shall inform notify LICENSEE of any procedural nonthe procedure that was not followed or, if LICENSOR is disapproving the submitted matter, LICENSOR shall notify LICENSEE of the adjustments that LICENSEE should make to the submitted matter to prepare it for re-compliancesubmission. Any submitted matter that is disapproved can be re-submitted for approval pursuant to the Approval Procedures described in this Section 4. 4.2 Approval by GUESS LICENSOR shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees As to any Licensed Product, Manufacturer or Customer that GUESS's approval is never submitted to LICENSOR for its approval, such Licensed Product, Manufacturer or disapproval of any matter under this Agreement is solely Customer shall be deemed disapproved for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS with respect to the approval or disapproval of any matter shall be deemed to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operationsAgreement.

Approval Procedures. The approval of GUESS or Any items that require BUYER's approval, including, without limitation, the exercise of its discretion as to Plans and any request or proposal made by LICENSEE under any section of this Agreement Submittals, shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related to the Product and/or the GUESS brand must be submitted to GUESS for written approval prior to manufactureBUYER, distribution or saletogether with an Action Notice (as defined below). Such submittals must be accompanied by a LICENSED PRODUCT APPROVAL FORM. Upon receipt of these submittals, GUESS BUYER shall have the following periods of time ("Time Limit") from the delivery of such items to give SELLER notice of objection ("Objection Notice") to any items shown or set forth therein: (a) ten (10) business days to review and provide written approval or disapproval (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receipt, in the item(s) shall be deemed APPROVED by GUESS. In each such instance where GUESS fails to respond to LICENSEE, LICENSEE shall send a notice to GUESS case of the submission of the proposed Final Building Shell Plans or the proposed final Interior Improvement Plans, and (b) five (5) days in all other cases. Notwithstanding any other provision herein to the contrary: (i) BUYER shall not have the right to submit an Objection Notice or otherwise withhold its approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval Plans or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS Submittals with respect to any elements shown therein that were previously disclosed in the Development Plan, Building Shell Specifications, the initial Interior Improvements Plans or in prior Submittals approved by BUYER; (ii) BUYER shall not otherwise unreasonably withhold its approval of the proposed Final Building Shell Plans or disapproval final Interior Improvement Plans provided that the same are materially consistent with the Development Plan, the Building Shell Specifications, the initial Interior Improvements Plans and any Submittals previously approved by BUYER and the most recent updated Development Cost Breakdown that has been approved by BUYER; or (iii) where the basis of BUYER's objection would give rise to a violation of any Legal Requirements. Provided that SELLER has provided an Action Notice with any such item submitted to BUYER for approval, BUYER's failure to timely give an Objection Notice shall constitute a BUYER's Delay. If BUYER timely and properly gives an Objection Notice, such notice shall specify in detail the basis of BUYER's objection and, if applicable, any proposed change. SELLER and BUYER shall promptly negotiate in good faith in an effort to resolve the grounds for such objection. If BUYER and SELLER are unable to resolve the dispute within five (5) days or such extended time as they may agree, then either BUYER or SELLER may submit the matter to Arbitration in accordance with section 35 below. SELLER shall be deemed act in good faith to be business advice continue its performance, to the extent commercially reasonable, during BUYER's review process or participation any Arbitration proceeding; however, SELLER may not commence any of the work described or required by any item submitted to BUYER for approval without first obtaining written approval from the BUYER or obtaining an Arbitration Award in SELLER's favor. Once approved by BUYER in writing, SELLER shall make no changes to any approved items without the business activities prior written consent of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operationsBUYER.

Approval Procedures. The approval of GUESS or the exercise of its discretion as to any request or proposal made by LICENSEE under any section of this Agreement shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related to the Product and/or the GUESS brand must be submitted to GUESS for written approval prior to manufacture, distribution or sale. Such submittals must be accompanied by a LICENSED PRODUCT APPROVAL FORMLicensed Product Approval Form. Upon receipt of these submittals, GUESS shall have ten (10) business days to review and provide written approval or disapproval (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receipt, the item(s) shall be deemed APPROVED by GUESS. In each such instance where GUESS fails to respond to LICENSEE, LICENSEE shall send a notice to GUESS of the approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS with respect to the approval or disapproval of any matter shall be deemed to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operations.

Approval Procedures. The 5.2.1 Buyer shall submit to Seller for review and prior approval of GUESS (which approval shall not be unreasonably withheld, conditioned, or the exercise of its discretion as delayed) any new, or any revisions to any request existing, Product Label, Product packaging and advertising, marketing, promotional or proposal made by LICENSEE under any section other materials, in each case, bearing a Licensed Trademark, that Buyer wishes to use on or in connection with the Exploitation of this Agreement shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related to the Product and/or in the GUESS brand must be submitted to GUESS for written approval prior to manufacture, distribution or saleBuyer Territory. Such submittals must be accompanied by a LICENSED PRODUCT APPROVAL FORM. Upon receipt of these submittals, GUESS Seller shall have ten (10) business days use commercially reasonable efforts to review and provide written to respond to each such submission as soon as is reasonably practicable and to notify Buyer in writing no later than [REDACTED] Business Days of Seller’s receipt of each such request for approval, whether Seller is approving or withholding its approval of such proposed new, or disapproval revisions to existing, Product Label, Product packaging, advertising, marketing, promotional or other materials bearing a Licensed Trademark, and the basis for any withholding of approval (including guidance for alternatives or revisions that will be acceptable [REDACTED] 5.2.2 During the Term, and after Buyer has complied with direction its Trademark clearance and consultation obligations set forth in Section 5.3, Buyer shall submit to Seller for correcting review and prior approval any element(snew Trademark, including, for clarity, any trade dress, logo or other Trademark, or any variation or derivative of an existing Licensed Trademark, that Buyer wishes to use on or in connection with the Exploitation of the Product in the Buyer Territory, which Trademarks (other than Buyer’s corporate name, trade name and corporate logo), upon approval (which approval shall not be unreasonably withheld, conditioned, or delayed) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receiptby Seller, the item(s) shall be deemed APPROVED by GUESSLicensed Trademarks under this Agreement and subject to the terms hereof. In each such instance where GUESS fails Seller shall use commercially reasonable efforts to review and to respond to LICENSEEeach such submission as soon as is reasonably practicable and to notify Buyer in writing no later than [REDACTED]. Business Days of Seller’s receipt of each such request for approval, LICENSEE shall send a notice to GUESS whether Seller is approving or withholding its approval of the approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests insuch proposed new Licensed Trademark, and the qualitybasis for any withholding of approval [REDACTED]. At Seller’s reasonable request, reputation, image and prestige of, the Products, the Trademarks and the IP RightsBuyer shall, and related goodwillshall cause its Affiliates, licensees, Sublicensees and that nothing in distributors to, furnish to Seller representative samples of all goods and all Product Labeling, Product packaging, Product inserts and advertising, marketing, promotional or other materials bearing any action taken or omission made by GUESS with respect to of the approval or disapproval of any matter shall be deemed to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges Licensed Trademarks for quality control purposes, including web pages, brochures and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines with respect to LICENSEE's operationsstationery.

Approval Procedures. The approval of GUESS or the exercise of its discretion as to any request or proposal Each Request for Commitment shall be made by LICENSEE under any section of this Agreement shall be at the absolute and sole subjective discretion of GUESS. All packaging, designs and artwork, advertising image and artwork, collateral materials design and artwork, gift-with-purchase designs and artwork and press releases related OPY Credit Corp. in writing to the Product and/or the GUESS brand must be submitted to GUESS for written approval Lender not less than five (5) Business Days prior to manufacture, distribution or sale. Such submittals must the requested date for date of such Financing Commitment issuance and shall be accompanied by a LICENSED PRODUCT APPROVAL FORM. Upon receipt written credit presentation and an underwriting opinion, all of these submittals, GUESS shall have ten (10) business days to review and provide written approval or disapproval (with direction for correcting any element(s) disapproved). If LICENSEE does not receive either a written approval or disapproval with direction for correction from GUESS within ten (10) business days from receipt, the item(s) which shall be deemed APPROVED in accordance with the Lender’s customary practices and requirements. It is understood that any such credit presentation shall satisfy the underwriting criteria and diligence required by GUESSeach of OPY Credit Corp. and the Lender. In each such instance where GUESS fails It is also understood that as part of its credit review the Lender shall receive a summary (in form and substance satisfactory to respond to LICENSEE, LICENSEE shall send a notice to GUESS it) of the approval after the ten (10) business day period. LICENSEE shall submit to GUESS the fragrance scent for review, panel testing and recommendations and GUESS and LICENSEE shall mutually agree on a final scent selection. GUESS due diligence that OPY Credit Corp. has no obligation to approve, review or consider any item that does not strictly comply with the required submission procedures, however, GUESS shall inform LICENSEE of any procedural non-compliance. Approval by GUESS shall not be construed as a determination that the approved matter complies with all applicable regulations and laws. LICENSEE acknowledges and agrees that GUESS's approval or disapproval of any matter under this Agreement is solely for the purpose of protecting and maintaining GUESS's rights and interests in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill, and that nothing in any action taken or omission made by GUESS performed with respect to such proposed Client Loan; provided, that the approval or disapproval of any matter Lender shall be deemed have the right to be business advice to or participation in the business activities of LICENSEE. LICENSEE acknowledges and agrees that any approval or disapproval of any matter under this Agreement is reasonable and necessary to protect and maintain the Trademarks, GUESS's rights and interest in, and the quality, reputation, image and prestige of, the Products, the Trademarks and the IP Rights, and related goodwill and to prevent consumer confusion in connection therewith. LICENSEE further acknowledges and agrees that GUESS is not offering, requiring or imposing any specific marketing advice or sales plan or marketing guidelines conduct its own independent due diligence with respect to LICENSEE's operationsany proposed Client Loan. Each Request for Commitment shall be subject to approval by the Special Credit Committee on which OPY Credit Corp. shall have two seats and the Lender shall have either a majority of the seats or votes which will be subject to the Lender’s separate credit committee, such that the Lender shall ultimately be responsible for and make all credit determinations. It is understood that all members of the Special Credit Committee shall at all time comply with all relevant policies of the Lender and OPY Credit Corp. and all applicable laws. It is understood that any Credit Approval may, at the discretion of the Special Credit Committee, include a ticking fee, commitment fee or other fee to compensate the Lender for the extension of its commitment and will include customary termination or “drop dead” dates. The credit approval by the Special Credit Committee of any Client Loan shall be exercised in its discretion, exercised in good faith in accordance with the Lender’s and OPY Credit Corp.’s credit approval practices and requirements, as well as syndication and retention requirements in accordance with the Lender’s practices (“Credit Approval”). Within five (5) Business Days of receipt of a duly completed Request for Commitment, the Lender shall notify OPY Credit Corp. of its credit decision and, in the case of each Credit Approval, the conditions of such Credit Approval and the Target Retention. None of the activities undertaken by the Lender in connection with its review and approval of any Client Loan or the administration thereof shall in any way restrict the Lender’s ability to sell or otherwise transfer any retained portion of such Client Loan.