Paragraph 8. 1.1 is without prejudice to any provision of the Code or any Ancillary Agreement which provides for an indemnity, or which provides for any Party to make a payment to another.
Paragraph 8 b. of the License Agreement is hereby modified by deleting all of the text after the first “provided, however” provision thereof and replacing that language with the following: “provided, however, that if Licensee shall sell or otherwise transfer its entire business (as opposed to merely its rights under this Agreement), whether simultaneously or subsequent to any assignment permitted hereby, then this Agreement and all rights of the Licensee hereunder shall terminate simultaneously with such sale unless prior thereto, Licensee or its assignee shall furnish to Licensor then current audited financial statements demonstrating that such assignee has a net worth of not less than $20 Million (determined in accordance with generally accepted accounting principles and after giving effect to the assignment but excluding the value of the assets acquired and the liabilities assumed from Licensee).
Paragraph 8. Paragraph 8 of the Employment Agreement is hereby amended by deleting subparagraph 8(d) in its entirety and replacing with new subparagraph 8(d) which shall now read as follows:
Paragraph 8. 1(a) of the San Xxxx Receivables Loan Agreement is hereby modified in its entirety to read as follows: "Borrower is, and will continue to be during the Term hereof, a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is, and will continue to be during the Term hereof, qualified to do business and in good business in California and in each jurisdiction in which it is selling Time-Share Interests or where the location or nature of its properties or business make such qualification necessary (except where failure to do so would not adversely affect Lender's ability to realize upon the Receivables Collateral, the Purchased Notes and Mortgages Collateral or any other security for the Performance of the Obligations or materially adversely affect the business or financial condition of Borrower or the ability of Borrower to complete the Performance of the Obligations). Borrower has, and will continue to have, powers adequate for making and performing under the Receivables Loan Documents, for undertaking and performing the Obligations and for carrying on its business and owning its property."
Paragraph 8. 2.2. Paragraph 8.2.2 is amended in its entirety to read as follows:
Paragraph 8. Paragraph 8 of the Agreement is hereby deleted in its ----------- entirety and replaced with the following: