No Credit Party shall:  (a) agree to any License Agreement amendment that could reasonably be expected to materially and adversely affect (i) the rights and privileges of franchisee thereunder; or (ii) the rights, privileges, and remedies of Agent and the Lenders under the Loan Documents, with respect to the Collateral or the License Agreement; or (b) assign, transfer, mortgage, pledge or otherwise encumber any License Agreement or any interest therein to any Person other than Agent. Borrower shall send Agent a copy of all License Agreement amendments promptly following execution thereof by Licensor and Borrower.