TRADE CREDIT IN THE
ORDINARY COURSE OF BUSINESS, AND INVESTMENTS RECEIVED IN SATISFACTION OR PARTIAL
SATISFACTION THEREOF FROM FINANCIALLY TROUBLED ACCOUNT DEBTORS TO THE EXTENT
REASONABLY NECESSARY IN ORDER TO PREVENT OR LIMIT LOSS;
GUARANTEES PERMITTED BY SECTION 7.03;
INTERCOMPANY LOANS MADE BY THE BORROWER TO GUARANTORS, AMONG GUARANTORS OR TO
THE BORROWER FROM ITS SUBSIDIARIES;
INVESTMENTS IN THE FORM OF ACQUISITIONS OF (I) ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS OR A LINE OF BUSINESS (WHETHER BY THE ACQUISITION OF CAPITAL STOCK,
ASSETS OR ANY COMBINATION THEREOF) OF ANY OTHER PERSON, OR (II) ALL OR ANY
PORTION OF THE EQUITY OWNERSHIP INTERESTS OF A JOINT VENTURE SUBSIDIARY NOT
OWNED BY THE BORROWER OR ANY SUBSIDIARY THEREOF (ANY OF THE ACQUISITION
DESCRIBED IN THE FOREGOING CLAUSES (I) AND (II), A "PERMITTED ACQUISITION");
PROVIDED THAT (1) THE ENTITY TO BE ACQUIRED (OR WITH RESPECT TO WHICH SUCH
ACQUISITION IS MADE) IS A GOING CONCERN, (2) THE ENTITY TO BE ACQUIRED SHALL
ENGAGE IN A BUSINESS OR THE ASSETS TO BE ACQUIRED SHALL BE USED IN A BUSINESS
DESCRIBED IN SECTION 7.08, (3) THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT PRIOR TO THE CLOSING DATE OF THE ACQUISITION A DESCRIPTION
OF THE ACQUISITION, (4) THE BORROWER SHALL HAVE CERTIFIED ON OR BEFORE THE
CLOSING DATE OF THE ACQUISITION, IN WRITING AND IN A FORM ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND THE LENDERS, THAT THE ACQUISITION HAS BEEN APPROVED (IF
APPLICABLE) BY THE BOARD OF DIRECTORS OR EQUIVALENT GOVERNING BODY OF THE ENTITY
TO BE ACQUIRED, (5) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING BOTH BEFORE AND AFTER GIVING EFFECT TO THE ACQUISITION, (6) THE
BORROWER SHALL HAVE COMPLIED WITH SECTION 6.15, (7) THE BORROWER SHALL HAVE
DELIVERED TO THE ADMINISTRATIVE AGENT A COMPLIANCE CERTIFICATE DATED AS OF THE
CLOSING DATE OF THE ACQUISITION DEMONSTRATING, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY THERETO, THE PRO FORMA COMPLIANCE, IMMEDIATELY BEFORE AND AFTER THE
CLOSING DATE OF THE ACQUISITION, WITH EACH COVENANT CONTAINED IN SECTION 7.15,
(8) THE ENTITY TO BE ACQUIRED IS (A) AN EXISTING FRANCHISEE OF TEXAS ROADHOUSE
DEVELOPMENT CORP. OR THE BORROWER, OR (B) AN EXISTING JOINT VENTURE SUBSIDIARY
(OR WITH RESPECT TO WHICH SUCH ACQUISITION IS MADE), (9) THE BORROWER SHALL HAVE
COMPLIED WITH THE REQUIREMENTS OF SECTION 5.02, AND (10) THE BORROWER SHALL HAVE
OBTAINED THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND THE
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REQUIRED LENDERS PRIOR TO THE CONSUMMATION OF SUCH ACQUISITION IF THE AGGREGATE
PURCHASE PRICE OF ALL ACQUISITIONS (INCLUDING, WITHOUT LIMITATION, ALL CASH
PAYMENTS AND OTHER OBLIGATIONS ASSUMED OR EARN OUT PAYMENTS) CONSUMMATED DURING
THE TERM OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SUCH ACQUISITION)
EXCEEDS $25,000,000;
INVESTMENTS IN CONNECTION WITH THE FINANCING OF EQUIPMENT PERMITTED UNDER
SECTION 7.03;
INVESTMENTS CONSTITUTING CAPITAL EXPENDITURES PERMITTED UNDER THIS AGREEMENT;
INVESTMENTS (I) EXISTING ON THE DATE HEREOF AND LISTED ON SCHEDULE 7.02, OR (II)
EXISTING ON THE DATE HEREOF IN SUBSIDIARIES EXISTING ON THE DATE HEREOF; AND
INVESTMENTS OF THE BORROWER IN