DISSOLVE IF THE BORROWER DETERMINES IN GOOD FAITH THAT SUCH LIQUIDATION OR
DISSOLUTION IS IN THE BEST INTERESTS OF THE BORROWER, IS NOT MATERIALLY
DISADVANTAGEOUS TO THE LENDERS, AND SUCH SUBSIDIARY DISSOLVES INTO ANOTHER
SUBSIDIARY LOAN PARTY OR THE BORROWER; PROVIDED, THAT ANY SUCH MERGER INVOLVING
A PERSON THAT IS NOT A WHOLLY-OWNED SUBSIDIARY IMMEDIATELY PRIOR TO SUCH MERGER
SHALL NOT BE PERMITTED UNLESS ALSO PERMITTED BY SECTION 7.4.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ENGAGE IN
ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE CONDUCTED BY THE BORROWER AND ITS
SUBSIDIARIES ON THE DATE HEREOF AND BUSINESSES REASONABLY RELATED THERETO.
INVESTMENTS, LOANS, ETC.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO, PURCHASE, HOLD OR ACQUIRE (INCLUDING PURSUANT TO ANY MERGER
WITH ANY PERSON THAT WAS NOT A WHOLLY-OWNED SUBSIDIARY PRIOR TO SUCH MERGER),
ANY COMMON STOCK, EVIDENCE OF INDEBTEDNESS OR OTHER SECURITIES (INCLUDING ANY
OPTION, WARRANT, OR OTHER RIGHT TO ACQUIRE ANY OF THE FOREGOING) OF, MAKE OR
PERMIT TO EXIST ANY LOANS OR ADVANCES TO, ANY OBLIGATIONS OF, OR MAKE OR PERMIT
TO EXIST ANY INVESTMENT OR ANY OTHER INTEREST IN, ANY OTHER PERSON (ALL OF THE
FOREGOING BEING COLLECTIVELY CALLED "INVESTMENTS"), OR PURCHASE OR OTHERWISE
ACQUIRE (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) ANY ASSETS OF ANY OTHER
PERSON THAT CONSTITUTE A BUSINESS UNIT, OR CREATE OR FORM ANY SUBSIDIARY,
EXCEPT:
INVESTMENTS (OTHER THAN PERMITTED INVESTMENTS) EXISTING ON THE DATE HEREOF AND
SET FORTH ON SCHEDULE 7.4 (INCLUDING INVESTMENTS IN SUBSIDIARIES);
PERMITTED INVESTMENTS;
PERMITTED ACQUISITIONS;
INVESTMENTS MADE BY THE BORROWER IN OR TO ANY OTHER LOAN PARTY AND BY ANY OTHER
LOAN PARTY TO THE BORROWER OR IN OR TO ANOTHER LOAN PARTY;
LOANS OR ADVANCES TO EMPLOYEES, OFFICERS, STOCKHOLDERS OR DIRECTORS OF THE
BORROWER OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS; PROVIDED,
HOWEVER, THAT THE AGGREGATE AMOUNT OF ALL SUCH LOANS AND ADVANCES DOES NOT
EXCEED $350,000 AT ANY TIME;
LOANS TO FRANCHISE OPERATORS AND OWNERS OF FRANCHISES ACQUIRED OR FUNDED
PURSUANT TO THE LOAN FACILITY AGREEMENT;
ACQUIRE AND OWN STOCK, OBLIGATIONS OR SECURITIES RECEIVED IN SETTLEMENT OF DEBTS
(CREATED IN THE ORDINARY COURSE OF BUSINESS) OWING TO ANY SUBSIDIARY LOAN PARTY
OR ANY OF THEIR SUBSIDIARIES;
LOANS TO FOREIGN SUBSIDIARIES TO THE EXTENT PERMITTED UNDER SECTION 7.1;
LOANS TO FRANCHISE OPERATORS TO EXTENT PERMITTED UNDER SECTION 7.1; AND
OTHER INVESTMENTS NOT TO EXCEED $10,000,000 AT ANY TIME;
RESTRICTED PAYMENTS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ITS
SUBSIDIARIES TO, DECLARE OR MAKE, OR AGREE TO PAY OR MAKE, DIRECTLY OR
INDIRECTLY, ANY DIVIDEND ON ANY CLASS OF ITS STOCK, OR MAKE ANY PAYMENT ON
ACCOUNT OF, OR SET APART ASSETS FOR A SINKING OR OTHER ANALOGOUS FUND FOR, THE
PURCHASE, REDEMPTION, RETIREMENT, DEFEASANCE OR OTHER ACQUISITION OF, ANY SHARES
OF COMMON STOCK OR INDEBTEDNESS SUBORDINATED TO THE OBLIGATIONS OF THE BORROWER
OR ANY OPTIONS, WARRANTS, OR OTHER RIGHTS TO PURCHASE SUCH COMMON STOCK OR SUCH
SUBORDINATED INDEBTEDNESS,