DESIGNEE OR
NOMINEE OF AGENT OR IN THE NAME AND BEHALF OF SUCH BORROWER OR GUARANTOR,
SUBJECT TO AND IN
95
ACCORDANCE WITH THE TERMS OF SUCH LICENSE AGREEMENT.
AGENT MAY, BUT SHALL NOT
BE REQUIRED TO, PERFORM ANY OR ALL OF SUCH OBLIGATIONS OF SUCH BORROWER OR
GUARANTOR UNDER ANY OF THE LICENSE AGREEMENTS, INCLUDING, BUT NOT LIMITED TO,
THE PAYMENT OF ANY OR ALL SUMS DUE FROM SUCH BORROWER OR GUARANTOR THEREUNDER.
ANY SUMS SO PAID BY AGENT SHALL CONSTITUTE PART OF THE OBLIGATIONS.
9.20
CREDIT CARD AGREEMENTS.
EACH BORROWER SHALL (A) OBSERVE AND PERFORM ALL
MATERIAL TERMS, COVENANTS, CONDITIONS AND PROVISIONS OF THE CREDIT CARD
AGREEMENTS TO BE OBSERVED AND PERFORMED BY IT AT THE TIMES SET FORTH THEREIN;
AND (B) AT ALL TIMES MAINTAIN IN FULL FORCE AND EFFECT THE CREDIT CARD
AGREEMENTS AND NOT TERMINATE, CANCEL, SURRENDER, MODIFY, AMEND, WAIVE OR RELEASE
ANY OF THE CREDIT CARD AGREEMENTS, OR CONSENT TO OR PERMIT TO OCCUR ANY OF THE
FOREGOING; EXCEPT, THAT, (I) ANY BORROWER MAY TERMINATE OR CANCEL ANY OF THE
CREDIT CARD AGREEMENTS IN THE ORDINARY COURSE OF THE BUSINESS OF SUCH BORROWER;
PROVIDED, THAT, SUCH BORROWER SHALL GIVE AGENT NOT LESS THAN THIRTY (30) DAYS
PRIOR WRITTEN NOTICE OF ITS INTENTION TO SO TERMINATE OR CANCEL ANY OF THE
CREDIT CARD AGREEMENTS; (D) NOT ENTER INTO ANY NEW CREDIT CARD AGREEMENTS WITH
ANY NEW CREDIT CARD ISSUER UNLESS (I) AGENT SHALL HAVE RECEIVED NOT LESS THAN
THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF THE INTENTION OF SUCH BORROWER TO ENTER
INTO SUCH AGREEMENT (TOGETHER WITH SUCH OTHER INFORMATION WITH RESPECT THERETO
AS AGENT MAY REQUEST) AND (II) SUCH BORROWER DELIVERS, OR CAUSES TO BE DELIVERED
TO AGENT, A CREDIT CARD ACKNOWLEDGMENT IN FAVOR OF AGENT, (E) GIVE AGENT
IMMEDIATE WRITTEN NOTICE OF ANY CREDIT CARD AGREEMENT ENTERED INTO BY SUCH
BORROWER AFTER THE DATE HEREOF, TOGETHER WITH A TRUE, CORRECT AND COMPLETE COPY
THEREOF AND SUCH OTHER INFORMATION WITH RESPECT THERETO AS AGENT MAY REQUEST;
AND (F) FURNISH TO AGENT, PROMPTLY UPON THE REQUEST OF AGENT, SUCH INFORMATION
AND EVIDENCE AS AGENT MAY REQUIRE FROM TIME TO TIME CONCERNING THE OBSERVANCE,
PERFORMANCE AND COMPLIANCE BY SUCH BORROWER OR THE OTHER PARTY OR PARTIES
THERETO WITH THE TERMS, COVENANTS OR PROVISIONS OF THE CREDIT CARD AGREEMENTS.
9.21
MODIFICATIONS OF INDEBTEDNESS, ORGANIZATIONAL DOCUMENTS AND CERTAIN OTHER
AGREEMENTS; CERTAIN PAYMENTS OF INDEBTEDNESS, ETC.
BORROWERS AND GUARANTORS
SHALL NOT, AND SHALL NOT PERMIT ANY RESTRICTED SUBSIDIARY TO:
(A)
AMEND, MODIFY OR OTHERWISE CHANGE ITS CERTIFICATE OF
INCORPORATION, ARTICLES OF ASSOCIATION, CERTIFICATE OF FORMATION, LIMITED
LIABILITY AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS, AS APPLICABLE, INCLUDING,
WITHOUT LIMITATION, ENTERING INTO ANY NEW AGREEMENT WITH RESPECT TO ANY OF ITS
CAPITAL STOCK, EXCEPT FOR AMENDMENTS, MODIFICATIONS OR OTHER CHANGES THAT DO NOT
AFFECT THE RIGHTS AND PRIVILEGES OF ANY BORROWER OR GUARANTOR, OR ITS
SUBSIDIARIES AND DO NOT AFFECT THE ABILITY OF A BORROWER, GUARANTOR OR SUCH
SUBSIDIARY TO AMEND, MODIFY, RENEW OR SUPPLEMENT THE TERMS OF THIS AGREEMENT OR