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 8.4 (INCLUDING INVESTMENTS IN SUBSIDIARIES);
PERMITTED INVESTMENTS;
PERMITTED ACQUISITIONS;
INVESTMENTS MADE BY THE SPONSOR IN OR TO ANY OTHER CREDIT PARTY AND BY ANY OTHER
CREDIT PARTY TO THE SPONSOR OR IN OR TO ANOTHER CREDIT PARTY;
LOANS OR ADVANCES TO EMPLOYEES, OFFICERS, DIRECTORS OR STOCKHOLDERS OF THE
SPONSOR 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 THIS AGREEMENT;
ACQUIRE AND OWN STOCK, OBLIGATIONS OR SECURITIES RECEIVED IN SETTLEMENT OF DEBTS
(CREATED IN THE ORDINARY COURSE OF BUSINESS) OWING TO ANY GUARANTOR OR ANY OF
THEIR SUBSIDIARIES;
LOANS TO FOREIGN SUBSIDIARIES TO THE EXTENT PERMITTED UNDER SECTION 8.1;
LOANS TO FRANCHISE OPERATORS TO EXTENT PERMITTED UNDER SECTION 8.1; AND
OTHER INVESTMENTS NOT TO EXCEED $10,000,000 AT ANY TIME;
RESTRICTED PAYMENTS.
THE SPONSOR 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 GUARANTEED OBLIGATIONS OF THE SPONSOR
OR ANY OPTIONS, WARRANTS, OR OTHER RIGHTS TO PURCHASE SUCH COMMON STOCK OR SUCH
SUBORDINATED INDEBTEDNESS, WHETHER NOW OR HEREAFTER OUTSTANDING (EACH, A
"RESTRICTED PAYMENT"), EXCEPT FOR
(I) DIVIDENDS PAYABLE BY THE SPONSOR SOLELY
IN SHARES OF ANY CLASS OF ITS COMMON STOCK, (II) RESTRICTED PAYMENTS MADE BY ANY
GUARANTOR TO THE SPONSOR OR TO ANOTHER GUARANTOR AND (III) SO LONG AS NO CREDIT
EVENT OR UNMATURED CREDIT EVENT HAS OCCURRED AND IS CONTINUING AT THE TIME SUCH
DIVIDEND IS PAID OR REDEMPTION OR STOCK PURCHASE IS MADE, DIVIDENDS,
DISTRIBUTIONS, REDEMPTIONS AND STOCK REPURCHASES PAID IN CASH WHICH DO NOT
EXCEED FIFTY PERCENT (50%) OF CONSOLIDATED NET INCOME OF SPONSOR (IF GREATER
THAN $0) FOR THE IMMEDIATELY PRECEDING FISCAL YEAR; PROVIDED, THAT IF THE
AGGREGATE AMOUNT OF ALL SUCH DIVIDENDS AND DISTRIBUTIONS PAID IN CASH IN ANY
FISCAL YEAR ARE LESS THAN THE AMOUNT PERMITTED BY