AND GUARANTOR, IN FORM AND SUBSTANCE ACCEPTABLE TO AGENT (THE
"COLLATERAL ASSIGNMENT OF THE MASTER LICENSE AGREEMENT").
(P)
OTHER DOCUMENTS.
THE AGENT SHALL HAVE
RECEIVED SUCH OTHER DOCUMENTS AS THE AGENT OR ITS COUNSEL MAY REASONABLY
REQUEST.
SECTION 2.2.
EXECUTION AND DELIVERY OF
AGREEMENT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY EACH PARTY TO THIS
AGREEMENT SHALL BE DEEMED TO CONSTITUTE THE SATISFACTION OR WAIVER OF THE
CONDITIONS SET FORTH IN SECTION 2.1.
SECTION 2.3.
ADVANCE PROCEDURE.
(A)
PRELIMINARY APPROVAL.
HOLDING COMPANY
BORROWERS SHALL GIVE AGENT THREE (3) BUSINESS DAYS PRIOR WRITTEN NOTICE OF EACH
PROPOSED ADVANCE AND AGENT SHALL INFORM HOLDING COMPANY BORROWERS OF ITS
DETERMINATION WITH RESPECT TO ANY ASSETS PROPOSED TO BE ACQUIRED BY BORROWER
SOLELY IN ACCORDANCE WITH THE PROCEDURE SET FORTH BELOW. AGENT SHALL HAVE THE
RIGHT TO REVIEW ALL ASSETS PROPOSED TO BE FINANCED BY AGENT WITH THE PROCEEDS OF
AN ADVANCE AND TO CONDUCT ITS OWN DUE DILIGENCE INVESTIGATION OF SUCH ASSETS AS
AGENT REASONABLY DETERMINES. AGENT SHALL BE ENTITLED TO MAKE A DETERMINATION, IN
THE EXERCISE OF ITS GOOD FAITH BUSINESS JUDGMENT, THAT IT SHALL OR SHALL NOT
FINANCE ANY OR ALL OF THE ASSETS PROPOSED TO BE FINANCED BY AGENT WITH THE
PROCEEDS OF AN ADVANCE.
(I)
HOLDING COMPANY BORROWERS MAY, FROM TIME
TO TIME, SUBMIT TO AGENT A PRELIMINARY DUE DILIGENCE PACKAGE FOR AGENT'S REVIEW
AND APPROVAL IN ORDER TO MAKE AN ADVANCE WITH RESPECT TO ANY PROPERTY THAT THE
HOLDING COMPANY BORROWERS PROPOSES TO CAUSE A PROPERTY-OWNING BORROWER TO
ACQUIRE AND FINANCE UNDER THIS AGREEMENT.
(II)
UPON AGENT'S RECEIPT OF A COMPLETE
PRELIMINARY DUE DILIGENCE PACKAGE, AGENT, WITHIN FIVE (5) BUSINESS DAYS, SHALL
HAVE THE RIGHT TO REQUEST, IN AGENT'S GOOD FAITH BUSINESS JUDGMENT, ADDITIONAL
DILIGENCE MATERIALS AND DELIVERIES THAT AGENT SHALL SPECIFY ON A SUPPLEMENTAL
DUE DILIGENCE LIST. UPON AGENT'S RECEIPT OF ALL OF THE DILIGENCE MATERIALS OR
AGENT'S WAIVER THEREOF, AGENT, WITHIN SEVEN (7) BUSINESS DAYS SHALL EITHER
(I) NOTIFY HOLDING COMPANY BORROWERS (X) THAT IT HAS OBTAINED INTERNAL CREDIT
APPROVAL; (Y) OF THE ADVANCE RATE, AND (Z) OF THE CAPITAL MARKETS EXECUTION FOR
THE ASSETS OR (II) DENY, IN AGENT'S SOLE AND ABSOLUTE DISCRETION, THE REQUEST
FOR AN ADVANCE. AGENT'S FAILURE TO RESPOND TO HOLDING COMPANY BORROWERS WITHIN
SEVEN (7) BUSINESS DAYS SHALL
32
BE DEEMED TO BE A DENIAL OF HOLDING COMPANY BORROWERS' REQUEST FOR AN ADVANCE,
UNLESS AGENT AND HOLDING COMPANY BORROWERS HAVE AGREED OTHERWISE IN WRITING.
(B)
FINAL APPROVAL.
UPON AGENT'S NOTIFICATION
TO HOLDING COMPANY BORROWERS OF THE ADVANCE RATE AND THE CAPITAL MARKETS
EXECUTION FOR ANY ASSETS, HOLDING COMPANY BORROWERS SHALL, IF HOLDING COMPANY
BORROWERS DESIRE TO OBTAIN AN ADVANCE WITH RESPECT TO SUCH ASSETS, SATISFY THE
CONDITIONS SET FORTH BELOW (IN ADDITION TO SATISFYING THE CONDITIONS PRECEDENT
TO OBTAINING EACH ADVANCE, AS SET FORTH IN SECTION 2.4 OF THIS AGREEMENT) AS A
CONDITION PRECEDENT TO AGENT'S APPROVAL OF SUCH ASSETS AS PROPERTY, ALL IN A
MANNER REASONABLY SATISFACTORY TO AGENT AND PURSUANT TO DOCUMENTATION REASONABLY
SATISFACTORY TO AGENT:
(I)