Common use of Investments, Loans, Advances Clause in Contracts

Investments, Loans, Advances. The Company shall not and shall not suffer or permit any Restricted Subsidiary to make or commit to make any Investment, other than: (a) Permitted Investments – Cash Equivalents; (b) Investments in its existing Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period); (c) Investments in new Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period) engaged in businesses of the type conducted by the Company and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto; (d) loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date other than during a Specified Period; (e) existing Investments listed in the attached Schedule 10.16, (f) Investments required under Deferred Equity Contribution Obligations, (g) Investments (excluding Contingent Obligations) in owners of properties or businesses managed by the Company or a Restricted Subsidiary, consistent with the Company’s existing business practices or policies; (h) Investments permitted in Section 10.10, (i) Investments, consisting of Contingent Obligations, in owners of properties or businesses managed by the Company or a Restricted Subsidiary not to exceed $25,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; (j) investments by the Company’s captive insurance Subsidiary consistent with its investment policy and current practices approved by the Administrative Agent from time to time; and (k) other Investments (including Contingent Obligations) not to exceed $25,000,000 on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; provided, however, that (i) the Company and its Restricted Subsidiaries shall only be permitted to make or commit to make any other Investments (including Contingent Obligations) during the Specified Period if on a consolidated basis and in the aggregate such other Investments do not exceed $5,000,000 and (ii) notwithstanding anything herein to the contrary, Investments made in or to Pxxxxxx LLC during the Specified Period shall not exceed $5,000,000 in the aggregate.

Investments, Loans, Advances. The Company shall not and shall not suffer or permit any Restricted Subsidiary to make or commit to make any Investment, other than: (a) Permitted Investments – Cash Equivalents; (b) Investments in its existing Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period); (c) Investments in new Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period) engaged in businesses of the type conducted by the Company and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto; (d) loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in the aggregate amount outstanding at any time after the First Amendment Effective Date other than during a Specified Period, without giving effect to any write-down or write-off thereof; (e) existing Investments listed in the attached Schedule 10.16, (f) Investments required under Deferred Equity Contribution Obligations, (g) Investments (excluding Contingent Obligations) in owners of properties or businesses managed by the Company or a Restricted Subsidiary, consistent with the Company’s existing business practices or policies; (h) Investments permitted in Section 10.10, (i) Investments, consisting of Contingent Obligations, in owners of properties or businesses managed by the Company or a Restricted Subsidiary not to exceed $25,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; (j) investments by the Company’s captive insurance Subsidiary consistent with its investment policy and current practices approved by the Administrative Agent Required Holders from time to time; (k) investments by the Company consisting of Convertible Securities acquired in connection with the conversion or exchange of the Convertible Securities; provided that (x) to the extent such Convertible Securities are converted or exchanged into Equity Interests, such Equity Interests shall be Qualified Equity Interests of the Company, and (ky) to the extent such conversion or exchange involves any cash payment or any other payment not consisting of Qualified Equity Interests of the Company (excluding cash in lieu of fractional shares), both before and immediately after giving effect to any such prepayment or defeasance, (A) the Company is in compliance with the financial covenants in this Agreement as in effect prior to the First Amendment Effective Date (and has irrevocably elected to have the financial covenants in this Agreement as in effect prior to the First Amendment Effective Date become effective on the Fixed Charge Coverage Reinstatement Date)on a pro forma basis and (B) no Default or Event of Defaults exists; (l ) investments represented by Permitted Convertible Indebtedness Call Transactions; and (m) other Investments (including Contingent Obligations) not to exceed $25,000,000 on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; provided, however, that (i) the Company and its Restricted Subsidiaries shall only be permitted to make or commit to make any other Investments (including Contingent Obligations) during the Specified Period if on a consolidated basis and in the aggregate such such(n) other Investments do not exceed $10,000,000 in the aggregate, provided that such amount shall be increased by $5,000,000 to an aggregate amount of $15,000,000 on June 30, 2022 if the Company is in compliance with all covenants in Sections 10.4, 10.5, 10.6, 10.7, and 10.8 as of June 30, 2022 and, provided that (i) no Event of Default exists as of June 30, 2022 and the Company provides a certificate of a Financial Officer of the Company setting forth reasonably detailed calculations demonstrating compliance with Sections 10.4, 10.5, 10.6, 10.7, and 10.8 as of June 30, 2022, including any reconciliation to reflect the exclusion of Unrestricted Subsidiaries, and certifying that noor Event of Default exists as of June 30, 2022, and (ii) notwithstanding anything herein hereinhave occurred and is continuing or would result immediately after giving effect to such Investments and (ii) immediately after giving effect to the contrary, ,such Investments made in or to Pxxxxxx Xxxxxxx LLC during the Specified Period shall not exceed $5,000,000 7,500,000 in the aggregateaggregate (for the avoidance of doubt, such $7,500,000 limit is on Investments made by the Company and its Subsidiaries in or to Xxxxxxx LLC and not expenditures made by Xxxxxxx LLC from its own funds, and all expenditures by Xxxxxxx LLC shall count as Capital Expenditures for purposes of Section 10.5 and all other terms and provisions of this Agreementon a pro forma basis, the Consolidated Net Leverage Ratio is at least 0.25 less than the level required under Section 10.3 at such time (i.e., if the required level under Section 10.3 is 3.50:1.00, then the level required under this clause shall be 3.25:1.00 and if the required level under Section 10.3 is 4.00:1.00, then the level required under this clause shall be 3.75:1.00).

Investments, Loans, Advances. The Company shall not and shall not suffer ​ ​ ​ or permit any Restricted Subsidiary to make or commit to make any Investment, other than: (a) Permitted Investments – Cash Equivalents; (b) Investments in its existing Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period); (c) Investments in new Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period) engaged in businesses of the type conducted by the Company and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto; (d) loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date other than during a Specified Period; (e) existing Investments listed in the attached Schedule 10.16, (f) Investments required under Deferred Equity Contribution Obligations, (g) Investments (excluding Contingent Obligations) in owners of properties or businesses managed by the Company or a Restricted Subsidiary, consistent with the Company’s existing business practices or policies; (h) Investments permitted in Section 10.10, (i) Investments, consisting of Contingent Obligations, in owners of properties or businesses managed by the Company or a Restricted Subsidiary not to exceed $25,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; (j) investments by the Company’s captive insurance Subsidiary consistent with its investment policy and current practices approved by the Administrative Agent AgentRequired Holders from time to time; and (kk(k) investments by the Company consisting of Convertible Securities acquired in connection with the conversion or exchange of the Convertible Securities; provided that (x) to the extent such Convertible Securities are converted or exchanged into Equity Interests, such Equity Interests shall be Qualified Equity Interests of the Company, and (y) to the extent such conversion or exchange involves any cash payment or any other payment not consisting of Qualified Equity Interests of the Company (excluding cash in lieu of fractional shares), both before and immediately after giving effect to any such prepayment or defeasance, (A) the Company is in compliance with the financial covenants in this Agreement as in effect prior to the First Amendment Effective Date (and has irrevocably elected to have the financial covenants in this Agreement as in effect prior to the First Amendment Effective Date become effective on the Fixed Charge Coverage Reinstatement Date) and (B) no Default or Event of Defaults exists; (l )investments represented by Permitted Convertible Indebtedness Call Transactions; and (m) other Investments (including Contingent Obligations) not to exceed $25,000,000 on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; provided, however, that (i) the Company and its Restricted Subsidiaries shall only be permitted to make or commit to make any other Investments (including Contingent Obligations) during the Specified Period if on a consolidated basis and in the aggregate such other Investments do not exceed $5,000,000 and (ii) notwithstanding anything herein to the contrary, Investments made in or to Pxxxxxx Xxxxxxx LLC during the Specified Period shall not exceed $5,000,000 in the aggregate.

Investments, Loans, Advances. The Company shall not and shall not suffer or permit any Restricted Subsidiary to make or commit to make any Investment, other than: (a) Permitted Investments – Cash Equivalents; (b) Investments in its existing Restricted Subsidiaries ​ ​ ​ 39 ​ ​ (other than Excluded Subsidiaries during the Specified Period); (c) Investments in new Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period) engaged in businesses of the type conducted by the Company and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto; (d) loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date other than during a Specified Period; (e) existing Investments listed in the attached Schedule 10.16, (f) Investments required under Deferred Equity Contribution Obligations, (g) Investments (excluding Contingent Obligations) in owners of properties or businesses managed by the Company or a Restricted Subsidiary, consistent with the Company’s 's existing business practices or policies; (h) Investments permitted in Section 10.10, (i) Investments, consisting of Contingent Obligations, in owners of properties or businesses managed by the Company or a Restricted Subsidiary not to exceed $25,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; (j) investments by the Company’s 's captive insurance Subsidiary consistent with its investment policy and current practices approved by the Administrative Agent AgentRequired Holders from time to time; and (kk(k) investments by the Company consisting of Convertible Securities acquired in connection with the conversion or exchange of the Convertible Securities; provided that (x) to the extent such Convertible Securities are converted or exchanged into Equity Interests, such Equity Interests shall be Qualified Equity Interests of the Company, and (y) to the extent such conversion or exchange involves any cash payment or any other payment not consisting of Qualified Equity Interests of the Company (excluding cash in lieu of fractional shares), both before and immediately after giving effect to any such prepayment or defeasance, (A) the Company is in compliance with the financial covenants in this Agreement as in effect prior to the First Amendment Effective Date (and has irrevocably elected to have the financial covenants in this Agreement as in effect prior to the First Amendment Effective Date become effective on the Fixed Charge Coverage Reinstatement Date) and (B) no Default or Event of Defaults exists; (l) investments represented by Permitted Convertible Indebtedness Call Transactions; and (m) other Investments (including Contingent Obligations) not to exceed $25,000,000 on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; provided, however, that (i) the Company and its Restricted Subsidiaries shall only be permitted to make or commit to make any other Investments (including Contingent Obligations) during the Specified Period if on a consolidated basis and in the aggregate such other Investments do not exceed $5,000,000 and (ii) notwithstanding anything herein to the contrary, Investments made in or to Pxxxxxx Xxxxxxx LLC during the Specified Period shall not exceed $5,000,000 in the aggregate.

Investments, Loans, Advances. The Company shall not and shall not suffer or permit any Restricted Subsidiary to make or commit to make any Investment, other than: (a) Permitted Investments – Cash Equivalents; (b) Investments in its existing Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period); (c) Investments in new Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period) engaged in businesses of the type conducted by the Company and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto; (d) loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date other than during a Specified Period; (e) existing Investments listed in the attached Schedule 10.16, (f) Investments required under Deferred Equity Contribution Obligations, (g) Investments (excluding Contingent Obligations) in owners of properties or businesses managed by the Company or a Restricted Subsidiary, consistent with the Company’s existing business practices or policies; (h) Investments permitted in Section 10.10, (i) Investments, consisting of Contingent Obligations, in owners of properties or businesses managed by the Company or a Restricted Subsidiary not to exceed $25,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; (j) investments by the Company’s captive insurance Subsidiary consistent with its investment policy and current practices approved by the Administrative Agent Required Holders from time to time; (k) investments by the Company consisting of Convertible Securities acquired in connection with the conversion or exchange of the Convertible Securities; provided that (x) to the extent such Convertible Securities are converted or exchanged into Equity Interests, such Equity Interests shall be Qualified Equity Interests of the Company, and (ky) to the extent such conversion or exchange involves any cash payment or any other payment not consisting of Qualified Equity Interests of the Company (excluding cash in lieu of fractional shares), both before and immediately after giving effect to any such prepayment or defeasance, (A) the Company is in compliance with the financial covenants in this Agreement as in effect prior ​ to the First Amendment Effective Date (and has irrevocably elected to have the financial covenants in this Agreement as in effect prior to the First Amendment Effective Date become effective on the Fixed Charge Coverage Reinstatement Date) and (B) no Default or Event of Defaults exists; (l ) investments represented by Permitted Convertible Indebtedness Call Transactions; and (m) other Investments (including Contingent Obligations) not to exceed $25,000,000 on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; provided, however, that (i) the Company and its Restricted Subsidiaries shall only be permitted to make or commit to make any other Investments (including Contingent Obligations) during the Specified Period if on a consolidated basis and in the aggregate such other Investments do not exceed $5,000,00010,000,000 in the aggregate, provided that such amount shall be increased by $5,000,000 to an aggregate amount of $15,000,000 on June 30, 2022 if the Company is in compliance with all covenants in Sections 10.4, 10.5, 10.6, 10.7, and 10.8 as of June 30, 2022 and no Event of Default exists as of June 30, 2022 and the Company provides a certificate of a Financial Officer of the Company setting forth reasonably detailed calculations demonstrating compliance with Sections 10.4, 10.5, 10.6, 10.7, and 10.8 as of June 30, 2022, including any reconciliation to reflect the exclusion of Unrestricted Subsidiaries, and certifying that no Event of Default exists as of June 30, 2022, and (ii) notwithstanding anything herein to the contrary, Investments made in or to Pxxxxxx Xxxxxxx LLC during the Specified Period shall not exceed $5,000,000 5,000,0007,500,000 in the aggregateaggregate (for the avoidance of doubt, such $7,500,000 limit is on Investments made by the Company and its Subsidiaries in or to Xxxxxxx LLC and not expenditures made by Xxxxxxx LLC from its own funds, and all expenditures by Xxxxxxx LLC shall count as Capital Expenditures for purposes of Section 10.5 and all other terms and provisions of this Agreement).

Investments, Loans, Advances. The Company Borrower shall not and shall not suffer or permit any Restricted Subsidiary to make or commit to make any Investment, other than: (a) Permitted Investments – Cash Equivalents; (b) Investments in its existing Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period); (c) Investments in new Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period) engaged in businesses of the type conducted by the Company Borrower and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto; (d) loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date other than during a Specified Period; (e) existing Investments listed in the attached Schedule 10.166.04, (f) Investments required under Deferred Equity Contribution Obligations, (g) Investments (excluding Contingent Obligations) in owners of properties or businesses managed by the Company Borrower or a Restricted Subsidiary, consistent with the CompanyBorrower’s existing business practices or policies; (h) subject to Section 2.09(c), Investments permitted in under clause (iii)(y)(A) of Section 10.106.03(c), (i) Investments, consisting of Contingent Obligations, in owners of properties or businesses managed by the Company Borrower or a Restricted Subsidiary not to exceed $25,000,000, on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date; (j) investments by the CompanyBorrower’s captive insurance Subsidiary consistent with its investment policy and current practices approved by the Administrative Agent from time to time; and (k) other Investments (including Contingent Obligations) not to exceed $25,000,000 on a consolidated basis, in the aggregate at any time after the First Amendment Effective Date.; provided, however, that (i) the Company Borrower and its Restricted Subsidiaries shall only be permitted to make or commit to make any other Investments (including Contingent Obligations) during the Specified Period if on a consolidated basis and in the aggregate such other Investments do not exceed $5,000,000 and (ii) notwithstanding anything herein to the contrary, Investments made in or to Pxxxxxx LLC during the Specified Period shall not exceed $5,000,000 in the aggregate.