Common use of Loyalty Programs Clause in Contracts

Loyalty Programs. (a) The Parent and the Restricted Subsidiaries shall honor Currency issued in respect of a Loyalty Program according to the policies and procedures of such Loyalty Program in effect from time to time except to the extent that would not reasonably be expected to cause a Material Adverse Effect; (b) The Parent shall take (or cause any of the Restricted Subsidiaries to take) any action permitted that it, in its reasonable business judgment, determines is advisable, in order to diligently and promptly (i) enforce its rights and any remedies available to it under the Loyalty Program Agreements in effect from time to time, (ii) perform its obligations under the Loyalty Program Agreements in effect from time to time and (iii) cause the applicable counterparties to perform their obligations under the related Loyalty Program Agreements in effect from time to time, including such counterparties’ obligations, as applicable, to make payments to and indemnify Parent (or the Restricted Subsidiary, as applicable) in accordance with the terms thereof in each case except to the extent that would not reasonably be expected to cause a Material Adverse Effect; (c) The Parent and the Restricted Subsidiaries shall not substantially reduce the business of a Loyalty Program or modify the terms of such Loyalty Program in any manner that would reasonably be expected to cause a Material Adverse Effect; (d) The Parent shall not and shall not permit any of the Restricted Subsidiaries to change the policies and procedures of such Loyalty Program in any manner that would reasonably be expected to cause a Material Adverse Effect; and (e) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, establish, create, or operate any Loyalty Program (including any Permitted Acquisition Loyalty Program), other than the Loyalty Program in effect on the Issue Date, unless: (i)(x) substantially all (A) such Loyalty Program cash payments (which excludes, for the avoidance of doubt, airline revenues such as ticket sales and baggage fees), (B) accounts in which such cash payments are deposited, (C) intellectual property and member data (but solely to the extent that such intellectual property and member data would be included in the scope of the IP Pledge), and (D) material third-party co-branding, partnering or similar agreements, including airline-to-airline frequent flyer program agreements related to or entered into in connection with such Loyalty Program, intercompany agreements and other property concerning the operation of such Loyalty Program are pledged to the Collateral Agent as Collateral on a second lien basis on terms consistent with the terms in effect on the Issue Date or required to be granted thereafter pursuant to the Collateral Documents and, in the case of a Permitted Acquisition Loyalty Program, within one hundred eighty (180) days of the acquisition thereof, (y) such Loyalty Program would be on terms substantially similar to those of the Loyalty Program in effect as of the Issue Date or otherwise acceptable to the Required Holders or (ii) in the case of a Permitted Acquisition Loyalty Program, such Permitted Acquisition Loyalty Program is terminated, or merged, consolidated or otherwise integrated into, the Loyalty Program in effect on the Issue Date within one-hundred eighty (180) days of the acquisition thereof; provided that, for the avoidance of doubt, nothing shall prohibit the Parent, the Issuer or any of their respective Subsidiaries from offering and providing discounts or other incentives for flights and/or goods and services.

Loyalty Programs. (a) The Parent and the Restricted Subsidiaries shall honor Currency issued in respect of a Loyalty Program according to the policies and procedures of such Loyalty Program in effect from time to time except to the extent that would not reasonably be expected to cause a Material Adverse Effect; (b) The Parent shall take (or cause any of the Restricted Subsidiaries to take) any action permitted that it, in its reasonable business judgment, determines is advisable, in order to diligently and promptly (i) enforce its rights and any remedies available to it under the Loyalty Program Agreements in effect from time to time, (ii) perform its obligations under the Loyalty Program Agreements in effect from time to time and (iii) cause the applicable counterparties to perform their obligations under the related Loyalty Program Agreements in effect from time to time, including such counterparties’ obligations, as applicable, to make payments to and indemnify Parent (or the Restricted Subsidiary, as applicable) in accordance with the terms thereof in each case except to the extent that would not reasonably be expected to cause a Material Adverse Effect; (c) The Parent and the Restricted Subsidiaries shall not substantially reduce the business of a Loyalty Program or modify the terms of such Loyalty Program in any manner that would reasonably be expected to cause a Material Adverse Effect; (d) The Parent shall not and shall not permit any of the Restricted Subsidiaries to change the policies and procedures of such Loyalty Program in any manner that would reasonably be expected to cause a Material Adverse Effect; and (e) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, establish, create, or operate any Loyalty Program (including any Permitted Acquisition Loyalty Program), other than the Loyalty Program in effect on the Issue Date, unless: (i)(xx) such Loyalty Program is a Permitted Acquisition Loyalty Program and at the time of acquisition substantially all (A) such Loyalty Program cash payments (which excludes, for the avoidance of doubt, airline revenues such as ticket sales and baggage fees), (B) accounts in which such cash payments are deposited, (C) intellectual property and member data (but solely to the extent that such intellectual property and member data would be included in the scope of the IP Pledge), and (D) material third-party co-branding, partnering or similar agreements, including airline-to-airline frequent flyer program agreements related to or entered into in connection with such Loyalty Program, intercompany agreements and other property concerning the operation of such Loyalty Program are pledged to the Collateral Agent as Collateral on a second lien basis on terms consistent with the terms in effect on the Issue Date or required to be granted thereafter pursuant to the Collateral Documents andDocuments, in the case of a Permitted Acquisition Loyalty Program, within one hundred eighty (180) days of the acquisition thereof, or (y) such Loyalty Program would be on terms substantially similar to those of the Loyalty Program in effect as of the Issue Date or otherwise acceptable to the Required Holders or (ii) in the case of a Permitted Acquisition Loyalty Program, such Permitted Acquisition Loyalty Program is terminated, or merged, consolidated or otherwise integrated into, the Loyalty Program in effect on the Issue Date terminated within one-one hundred eighty (180) days of the acquisition thereof; provided that, for the avoidance of doubt, nothing shall prohibit the Parent, the Issuer or any of their respective Subsidiaries from offering and providing discounts or other incentives for flights and/or goods and services.

Loyalty Programs. (a) The Parent and the Restricted Subsidiaries shall honor Currency issued in respect of a Loyalty Program according to the policies and procedures of such Loyalty Program in effect from time to time except to the extent that would not reasonably be expected to cause a Material Adverse Effect; (b) The Parent shall take (or cause any of the Restricted Subsidiaries to take) any action permitted that it, in its reasonable business judgment, determines is advisable, in order to diligently and promptly (i) enforce its rights and any remedies available to it under the Loyalty Program Agreements in effect from time to time, (ii) perform its obligations under the Loyalty Program Agreements in effect from time to time and (iii) cause the applicable counterparties to perform their obligations under the related Loyalty Program Agreements in effect from time to time, including such counterparties’ obligations, as applicable, to make payments to and indemnify Parent (or the Restricted Subsidiary, as applicable) in accordance with the terms thereof in each case except to the extent that would not reasonably be expected to cause a Material Adverse Effect; (c) The Parent and the Restricted Subsidiaries shall not substantially reduce the business of a Loyalty Program or modify the terms of such Loyalty Program in any manner that would reasonably be expected to cause a Material Adverse Effect; (d) The Parent shall not and shall not permit any of the Restricted Subsidiaries to change the policies and procedures of such Loyalty Program in any manner that would reasonably be expected to cause a Material Adverse Effect; and (e) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, establish, create, or operate any Loyalty Program (including any Permitted Acquisition Loyalty Program), other than the Loyalty Program in effect on the Issue Date, unless: (i)(x) substantially all (A) such Loyalty Program cash payments (which excludes, for the avoidance of doubt, airline revenues such as ticket sales and baggage fees), (B) accounts in which such cash payments are deposited, (C) intellectual property and member data (but solely to the extent that such intellectual property and member data would be included in the scope of the IP Pledge), and (D) material third-party co-branding, partnering or similar agreements, including airline-to-airline frequent flyer program agreements related to or entered into in connection with such Loyalty Program, intercompany agreements and other property concerning the operation of such Loyalty Program are pledged to the Collateral Agent as Collateral on a second lien basis on terms consistent with the terms in effect on the Issue Date or required to be granted thereafter pursuant to the Collateral Documents and, in the case of a Permitted Acquisition Loyalty Program, within one hundred eighty (180) days of the acquisition thereof, and (y) such Loyalty Program would be on terms substantially similar to those of the Loyalty Program in effect as of the Issue Date or otherwise acceptable to the Required Holders or (ii) in the case of a Permitted Acquisition Loyalty Program, such Permitted Acquisition Loyalty Program is terminated, or merged, consolidated or otherwise integrated into, the Loyalty Program in effect on the Issue Date within one-hundred eighty (180) days of the acquisition thereof; provided that, for the avoidance of doubt, nothing shall prohibit the Parent, the Issuer or any of their respective Subsidiaries from offering and providing discounts or other incentives for flights and/or goods and services.