INDEBTEDNESS OR CONTINGENT LIABILITY UNDER THE SYNTHETIC LEASE DOCUMENTS
PROVIDED THAT THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF ALL SUCH
INDEBTEDNESS DOES NOT EXCEED $25,000,000 AT ANY ONE TIME;
GUARANTEES BY THE BORROWER OF INDEBTEDNESS OF CERTAIN FRANCHISE OPERATORS OF THE
BORROWER, PROVIDED SUCH GUARANTEES ARE GIVEN BY THE BORROWER IN CONNECTION WITH
(1)
LOANS MADE PURSUANT TO THE TERMS OF THE LOAN FACILITY AGREEMENT, (2) LOANS
MADE PURSUANT TO THE SOUTHTRUST LOAN FACILITY AGREEMENT IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $250,000, AND (3) LOANS MADE BY SUNTRUST BANK TO
FINANCE THE PURCHASE OF EQUITY INTERESTS IN CERTAIN FRANCHISES OF THE BORROWER
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000;
ENDORSED NEGOTIABLE INSTRUMENTS FOR COLLECTION IN THE ORDINARY COURSE OF
BUSINESS;
GUARANTEES BY BORROWER OF INDEBTEDNESS OF FOREIGN SUBSIDIARIES, PROVIDED THAT
THE AMOUNT OF SUCH GUARANTEED INDEBTEDNESS, TOGETHER WITH THE PRINCIPAL AMOUNT
ANY LOANS TO FOREIGN SUBSIDIARIES PERMITTED TO BE MADE UNDER CLAUSE (L) BELOW,
DOES NOT EXCEED $10,000,000 AT ANY TIME;
LOANS BY BORROWER TO ITS FOREIGN SUBSIDIARIES, PROVIDED THAT THE AMOUNT OF SUCH
LOANS, TOGETHER WITH THE AMOUNT OF GUARANTEED INDEBTEDNESS PERMITTED TO BE
INCURRED UNDER CLAUSE (I) ABOVE, DOES NOT EXCEED $10,000,000 AT ANY TIME; AND
INDEBTEDNESS IN THE AGGREGATE PRINCIPAL AMOUNT OF $50,000,000 AS EVIDENCED BY
THE 6.88% SENIOR NOTES OF BORROWER ISSUED PURSUANT TO THE NOTE PURCHASE
AGREEMENT, TOGETHER WITH GUARANTEES OF SUCH INDEBTEDNESS BY ANY SUBSIDIARIES OF
BORROWER; AND
OTHER UNSECURED INDEBTEDNESS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$30,000,000 AT ANY TIME OUTSTANDING.
NEGATIVE PLEDGE.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN ON ANY OF ITS
ASSETS OR PROPERTY NOW OWNED OR HEREAFTER ACQUIRED (OTHER THAN ANY SHARES OF
STOCK OF THE BORROWER THAT ARE REPURCHASED BY THE BORROWER AND RETIRED OR HELD
BY THE BORROWER), EXCEPT:
PERMITTED ENCUMBRANCES;
ANY LIENS ON ANY PROPERTY OR ASSET OF THE BORROWER OR ANY SUBSIDIARY EXISTING ON
THE CLOSING DATE SET FORTH ON SCHEDULE 7.2; PROVIDED, THAT SUCH LIEN SHALL NOT
APPLY TO ANY OTHER PROPERTY OR ASSET OF THE BORROWER OR ANY SUBSIDIARY;
PURCHASE MONEY LIENS UPON OR IN ANY FIXED OR CAPITAL ASSETS TO SECURE THE
PURCHASE PRICE OR THE COST OF CONSTRUCTION OR IMPROVEMENT OF SUCH FIXED OR
CAPITAL ASSETS OR TO SECURE INDEBTEDNESS INCURRED SOLELY FOR THE PURPOSE OF
FINANCING THE ACQUISITION, CONSTRUCTION OR IMPROVEMENT OF SUCH FIXED OR CAPITAL
ASSETS (INCLUDING LIENS SECURING ANY CAPITAL LEASE OBLIGATIONS); PROVIDED, THAT
(I) SUCH LIEN SECURES INDEBTEDNESS PERMITTED BY SECTION 7.1(C), (II) SUCH LIEN
ATTACHES TO SUCH ASSET CONCURRENTLY OR WITHIN 90 DAYS AFTER THE ACQUISITION,
IMPROVEMENT OR COMPLETION OF THE CONSTRUCTION THEREOF; (III) SUCH LIEN DOES NOT
EXTEND TO ANY OTHER ASSET; AND (IV) THE INDEBTEDNESS SECURED THEREBY DOES NOT
EXCEED THE COST OF ACQUIRING, CONSTRUCTING OR IMPROVING SUCH FIXED OR CAPITAL
ASSETS TOGETHER WITH ALL INTEREST, FEES AND COSTS INCURRED IN CONNECTION
THEREWITH;
ANY LIEN (I) EXISTING ON ANY ASSET OF ANY PERSON