CONTRACTS AND RESTAURANT GUIDELINES Sample Clauses

CONTRACTS AND RESTAURANT GUIDELINES. Comply with and perform its obligations in accordance with its Restaurant Guidelines, except insofar as any failure so to comply or perform would not materially and adversely affect the Collections or the rights of the Purchaser, the Issuer, the Collateral Agent or the Noteholders, or if such failure to comply is necessary under any Requirement of Law and which would materially and adversely affect the Collections or the rights of the Purchaser, the Issuer, the Collateral Agent or the Noteholders. Each of the Initial Sellers and Transmedia agrees that prior to making any material change in its Restaurant Guidelines in effect on the Closing Date, it shall give 30 days' written notice to the Rating Agency, the Purchaser, the Issuer, the Trustee and the Noteholders of any such changes; PROVIDED, HOWEVER, that in the case of any material change in its Restaurant Guidelines made pursuant to any Requirement of Law as to which it is unable to give 30 days' written notice, Transmedia and the Initial Sellers shall give written notice to the Purchaser, the Issuer, the Trustee and the Noteholders of such changes as soon as reasonably practicable prior to the implementation of such changes. If the Initial Sellers change the Restaurant Guidelines to lengthen the time (currently six months) in which Credits from any Restaurant are expected to be used, such change shall be deemed to be a material adverse change. In the event that any such changes (except changes that are necessary under any Requirement of Law), could reasonably be expected to materially and adversely affect the rights of the Purchaser, then such changes shall not become effective without the prior consent of the Majority Noteholders. Any notice regarding changes to the Restaurant Guidelines shall state in reasonable detail the reasons the changes will have such effect.
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