Common use of Mandatory Prepayments/Reductions Clause in Contracts

Mandatory Prepayments/Reductions. (i) Subject to Section 3.05, on a daily basis from funds on deposit in the Domestic Concentration Account, the Administrative Agent shall transfer available funds therein and thereby cause the Borrowers to make a mandatory repayment of the Obligations denominated in Dollars owing by the Borrowers on such Business Day; provided, however, that if (A) all Floating Rate Loans have been repaid, (B) only Fixed Rate Loans remain outstanding and (C) no Event of Default exists, then funds may be deposited in the Cash Collateral Account and applied to repay Fixed Rate Loans on the last day of the earliest terminating Interest Periods until all such funds have been applied to repay Fixed Loans. (ii) Immediately after any Borrower's or any Guarantor's receipt of any Net Cash Proceeds from an Asset Sale, each Borrower and each Guarantor receiving such Net Cash Proceeds agrees to make or cause to be made a mandatory prepayment of the Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. If the Net Cash Proceeds from any Asset Sale (in one transaction or a series of related transactions) are in excess of $15,000,000 (a "Material Asset Sale") (other than the Net Cash Proceeds from the sale of the beauty division), the Commitments shall be permanently reduced by the amount of such Net Cash Proceeds; provided, however, if such Asset Sale is permitted pursuant to Section 9.02 and the Borrowers deliver to the Administrative Agent the Clean-Down Forecast, the Commitments shall not be reduced. If the Net Cash Proceeds from all Asset Sales (other than Material Asset Sales and the sale of the beauty division) are in excess of $15,000,000 in the aggregate for any twelve month period, the Commitments shall be permanently reduced by the amount of such Net Cash Proceeds that exceeds $15,000,000; provided, however, if such Asset Sales are permitted pursuant to Section 9.02 and the Borrowers deliver to the Administrative Agent the Clean-Down Forecast, the Commitments shall not be reduced. If the Borrowers deliver a Clean-Down Forecast pursuant to this Section 3.01(b)(ii), the Clean-Down Amount for all Clean-Down Periods following the delivery of such Clean-Down Forecast shall be reduced by the aggregate amount of such Net Cash Proceeds from Material Asset Sales and Non-Material Asset Sales (but shall in no event be less than $0).

Mandatory Prepayments/Reductions. (i) Subject to Section 3.05, on a daily basis from funds on deposit in the Domestic Concentration Account, the Administrative Agent shall transfer available funds therein and thereby cause the Borrowers to make a mandatory repayment of the Obligations denominated in Dollars owing by the Borrowers on such Business Day; provided, however, that if Immediately upon (A) all Floating Rate Loans have been repaid, the Revolving Credit Obligations exceeding the Maximum Revolving Credit Amount or (B) only Fixed Rate the Loans remain outstanding and (C) no Event of Default existsexceeding the Loan Subfacility, then funds may be deposited in the Cash Collateral Account and applied to repay Fixed Rate Loans on the last day of the earliest terminating Interest Periods until all such funds have been applied to repay Fixed Loans. (ii) Immediately after any Borrower's or any Guarantor's receipt of any Net Cash Proceeds from an Asset Sale, each Borrower and each Guarantor receiving such Net Cash Proceeds agrees to shall make or cause to be made a mandatory prepayment of the Revolving Credit Obligations in an amount equal to such excess. If at any time after the Borrower has complied with the first sentence of this Section 3.01(b), the aggregate Letter of Credit Obligations are greater than the then current Borrowing Base, the Borrower shall provide cash collateral to the Administrative Agent in an amount equal to 105% of such excess, which cash collateral shall be deposited in the Letter of Credit Collateral Account and, provided that no Event of Default shall have occurred and be continuing, returned to the Borrower, at such time as the Revolving Credit Obligations no longer exceed the then current Borrowing Base. (ii) Immediately upon the consummation of any Disposition (other than a Disposition of Assets Held For Sale) by the Borrower or any of its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received from such Disposition. The Commitments shall be permanently reduced by the amount of any such prepayment. (iii) Following the consummation of any Disposition of Assets Held For Sale by the Borrower or any of its Subsidiaries, the Borrower shall use fifty percent (50%) of the Net Cash Proceeds received from such Disposition for working capital purposes, and shall use the remaining fifty percent (50%) of such Net Cash Proceeds, (i) to buy back Senior Notes and/or Senior Subordinated Notes pursuant to the Incremental Proposal, (ii) to pay the obligations outstanding under the SunTrust Master Lease Documents, and/or (iii) to prepay the outstanding principal amount of the Loans, provided that the amount of such prepayment made pursuant to this clause (iii) shall reduce the Borrowing Base on a dollar for dollar basis and be treated as a reserve, but if the Borrower subsequently (x) purchases Senior Notes and/or Senior Subordinated Notes pursuant to the Incremental Proposal or (y) pays the obligations outstanding under the SunTrust Master Lease Documents or (z) pays the outstanding principal amount of the Loans (and permanently reduces the Commitments), the amount of Loan proceeds used to purchase such Notes or to pay the obligations under the SunTrust Master Lease Documents or to pay the outstanding amount of the Loans (and permanently reduce the Commitments) shall reduce the amount of such reserve. (iv) Immediately upon the loss, destruction or taking by condemnation of any Collateral, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to one hundred percent (100%) of the cash received from such loss, destruction or taking by condemnation, provided, however, the Borrower shall have the option not to make the prepayment under this subsection (iii) and instead may apply such cash proceeds to the costs of repairs, replacement or restoration of the Restaurant which is the subject of the loss, destruction, or taking by condemnation up to an aggregate amount during any twelve consecutive month period not in excess of $1,500,000, so long as (A) no Default or Event of Default shall have occurred and be continuing, (B) the Borrower shall have given the Administrative Agent and the Collateral Agent prior written notice of its intention or the intention of the applicable Subsidiary to apply such cash proceeds to the costs of repairs, replacement or restoration of the Restaurant which is the subject of the loss, destruction, or taking by condemnation, and (C) the Borrower or the applicable Subsidiary commences the permitting process or the construction with respect to such repairs, replacement or restoration within 90 days after receiving such cash proceeds and completes such repairs, replacements or restoration at the same location that the loss, destruction or taking occurred within 12 months after receiving such cash proceeds all in accordance with any applicable lease obligations. The Commitments shall be permanently reduced by the amount of any such prepayment. (v) Immediately upon the receipt by the Borrower or any of its Subsidiaries of any tax refund in excess of $500,000 (not including the amount of interest paid) during any twelve month period commencing on the Effective Date with respect to federal, state, local or other taxes of any kind (other than payroll taxes and the net of the amount of taxes owed by the Borrower or the applicable Subsidiary to the taxing authority which issued such refund) previously paid by the Borrower or any of its Subsidiaries, the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceedsrefund. If the Net Cash Proceeds from any Asset Sale (in one transaction or a series of related transactions) are in excess of $15,000,000 (a "Material Asset Sale") (other than the Net Cash Proceeds from the sale of the beauty division), the The Commitments shall be permanently reduced by the amount of any such Net Cash Proceeds; provided, however, if such Asset Sale is prepayment. (vi) Immediately upon the issuance or incurrence by the Borrower or any of its Subsidiaries of any Indebtedness (except as permitted by Section 9.02) or the sale or issuance by the Borrower or any of its Subsidiaries of any shares of Capital Stock (other than in connection with the plans identified on Schedule 6.01(E) or Capital Stock issued pursuant to Section 9.02 and the Borrowers deliver to the Administrative Agent the Clean-Down Forecastshareholder rights plan), the Commitments Borrower shall not be reduced. If prepay the outstanding principal amount of the Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds from all Asset Sales (other than Material Asset Sales and received by the sale Borrower or any of the beauty division) are its Subsidiaries or Affiliates in excess of $15,000,000 in the aggregate for any twelve month period, the connection therewith. The Commitments shall be permanently reduced by the amount of any such Net Cash Proceeds that exceeds $15,000,000; provided, however, if such Asset Sales are permitted pursuant to Section 9.02 and prepayment. (vii) Forty-five days following the Borrowers deliver to the Administrative Agent the Clean-Down ForecastEffective Date, the Commitments shall not will be reduced. If the Borrowers deliver a Clean-Down Forecast pursuant to this Section 3.01(b)(ii), the Clean-Down Amount for all Clean-Down Periods following the delivery of such Clean-Down Forecast shall be permanently reduced by an amount equal to the aggregate amount of such Net Cash Proceeds from Material Asset Sales and Non-Material Asset Sales (but shall in no event be less than $0)Commitment Reduction Amount.

Mandatory Prepayments/Reductions. (i) Subject to Section 3.05, on a daily basis from funds on deposit in the Domestic Concentration Account, the Administrative Agent The Borrowers shall transfer available funds therein and thereby cause the Borrowers to make a mandatory repayment prepayment of all DIP Loans in an aggregate amount equal to the excess, if any, on any date (x) of the DIP Credit Obligations denominated in Dollars owing over the DIP Commitments or (y) if the DIP Credit Obligations exceed the projected DIP Credit Obligation by more than $10,000,000 at any one time, the Borrowers on such Business Day; provided, however, that if (A) all Floating Rate Loans have been repaid, (B) only Fixed Rate Loans remain outstanding and (C) no Event amount over $10,000,000 by which the DIP Credit Obligations exceed the projected amount of Default exists, then funds may be deposited DIP Credit Obligations specified in the Cash Collateral Account and applied Closing Budget for such Budget Period subject to repay Fixed Rate Loans on the last day of the earliest terminating Interest Periods until all such funds have been applied to repay Fixed Loansbudget variance set forth in Section 2.04. (ii) Immediately after upon any Borrower's or any Guarantor's receipt of any Net Cash Proceeds from on account of an Asset Sale (other than an Excluded Asset Sale), each such Borrower and each Guarantor receiving such Net Cash Proceeds agrees to shall make or cause to be made a mandatory prepayment of the DIP Loans in an amount equal to one hundred percent such amount as shall have been agreed upon by the Requisite DIP Lender. (100%iii) of such Net Cash Proceeds. If By no later than 2:00 p.m. (eastern standard time) on each Business Day, the Net Cash Proceeds from any Asset Sale Borrowers shall make (in one transaction or cause to be made) a series of related transactions) are in excess of $15,000,000 (a "Material Asset Sale") (other than the Net Cash Proceeds from the sale mandatory prepayment of the beauty division)Excess Collection Amount, the Commitments shall be permanently reduced if any. (iv) Amounts prepaid pursuant to clause (ii) shall, if required by the amount Lenders, be applied toward the permanent reduction of such Net Cash Proceedsthe Commitments; provided, however, if such Asset Sale is permitted pursuant to Section 9.02 and the Borrowers deliver a revised Budget satisfactory to the Administrative Agent DIP Agents in their sole discretion, demonstrating a continued need for the Clean-Down Forecastamount prepaid is delivered by the Borrowers, the Commitments shall not be reduced. If the Net Cash Proceeds from DIP Agents agree to negotiate in good faith with respect to a continuation of some or all Asset Sales (other than Material Asset Sales and the sale of such portion of the beauty divisionCommitment without payment of additional facility fees. (v) are Nothing in excess of $15,000,000 in the aggregate for any twelve month period, the Commitments this Section 3.01(b) shall be permanently reduced construed to constitute the DIP Lenders' consent to any transaction which is not expressly permitted by Article IX or which requires the amount of such Net Cash Proceeds that exceeds $15,000,000; provided, however, if such Asset Sales are permitted pursuant to Section 9.02 and DIP Lenders' consent under the Borrowers deliver to the Administrative Agent the Clean-Down Forecast, the Commitments shall not be reduced. If the Borrowers deliver a Clean-Down Forecast pursuant to this Section 3.01(b)(ii), the Clean-Down Amount for all Clean-Down Periods following the delivery of such Clean-Down Forecast shall be reduced by the aggregate amount of such Net Cash Proceeds from Material Asset Sales and Non-Material Asset Sales (but shall in no event be less than $0)Bankruptcy Code.

Mandatory Prepayments/Reductions. (a) No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrowers shall prepay the Loans (and, to the extent such Net Asset Sale Proceeds exceed the principal amount of Loans outstanding, reduce the Loan Commitments by such excess) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, (i) Subject so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to Section 3.05the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, Borrowers shall have the option, directly or through one or more of its Subsidiaries, to invest such Net Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof in productive assets of the general type used in the business of Holdings and its Subsidiaries. (b) No later than the first Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrowers shall pre-pay the Loans (and, to the extent such Net Insurance/Condemnation Proceeds exceed the principal amount of Loans outstanding, reduce the Loan Commitments by such excess) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000, (or such greater amounts so long as Borrowers in their reasonable judgment conclude that such greater amounts can be practicably reinvested in long term productive assets within 180 days of receipt thereof without giving rise to a Material Adverse Effect) Borrowers shall have the option, directly or through one or more of their respective Subsidiaries to invest such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof in long term productive assets of the general type used in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets of Holdings or its Subsidiaries. (c) No later than the first Business Day following the day on which Holdings, on a daily basis stand-alone basis, receives, from funds on deposit in the Domestic Concentration Account, the Administrative Agent shall transfer available funds therein and thereby cause the Borrowers to make a mandatory repayment of the Obligations denominated in Dollars owing by the Borrowers on such Business Day; provided, however, that if (A) all Floating Rate Loans have been repaidany source, (Bother than a Restricted Junior Payment made by a Borrower or an intercompany loan made to Holdings pursuant to Section 6.1), aggregate Cash or Cash Equivalents of greater than $5,000,000 but less than or equal to $15,000,000 (such Cash or Cash Equivalents being referred to herein as the "Controlled Cash Amount"), such Controlled Cash Amount shall be used to pre-pay the Loans (and, to the extent such Controlled Cash Amount exceeds the principal amount of Loans outstanding, reduce the Loan Commitments by such excess) only Fixed Rate unless such Controlled Cash Amount is otherwise (i) invested as a capital contribution in either Borrower, or (ii) used to cash collateralize the Loans remain outstanding and (C) no Event of Default exists, then funds may be deposited in the Cash Collateral Account and applied under arrangements reasonably acceptable to repay Fixed Rate Loans on the last day of the earliest terminating Interest Periods until all such funds have been applied to repay Fixed LoansAdministrative Agent. (iid) Immediately after Concurrently with any Borrower's or any Guarantor's receipt of any Net Cash Proceeds from an Asset Sale, each Borrower and each Guarantor receiving such Net Cash Proceeds agrees to make or cause to be made a mandatory prepayment of the Loans and/or reduction of the Loan Commitments pursuant to Sections 2.9(a) or 2.9(b), Holdings shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds. In the event that Holdings or either Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrowers shall promptly make an additional prepayment of the Loans (and/or the Loan Commitments shall be permanently reduced) in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. If the Net Cash Proceeds from any Asset Sale (in one transaction or a series of related transactions) are in excess of $15,000,000 (a "Material Asset Sale") (other than the Net Cash Proceeds from the sale of the beauty division)excess, the Commitments and Holdings shall be permanently reduced by the amount of such Net Cash Proceeds; provided, however, if such Asset Sale is permitted pursuant to Section 9.02 and the Borrowers concurrently therewith deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating the Clean-Down Forecast, the Commitments shall not be reduced. If the Net Cash Proceeds from all Asset Sales (other than Material Asset Sales and the sale of the beauty division) are in excess of $15,000,000 in the aggregate for any twelve month period, the Commitments shall be permanently reduced by the amount of derivation such Net Cash Proceeds that exceeds $15,000,000; provided, however, if such Asset Sales are permitted pursuant to Section 9.02 and the Borrowers deliver to the Administrative Agent the Clean-Down Forecast, the Commitments shall not be reduced. If the Borrowers deliver a Clean-Down Forecast pursuant to this Section 3.01(b)(ii), the Clean-Down Amount for all Clean-Down Periods following the delivery of such Clean-Down Forecast shall be reduced by the aggregate amount of such Net Cash Proceeds from Material Asset Sales and Non-Material Asset Sales (but shall in no event be less than $0)excess.