Common use of Corporate Restructure Clause in Contracts

Corporate Restructure. (a) The Borrowers must ensure that each of the steps contemplated in schedule 12 is completed in accordance with and within the time frames contemplated by schedule 12 to effect the Corporate Restructure contemplated in that schedule and in accordance with documentation the form and terms of which have been approved by the Senior Agent (it being acknowledged that documentation approved in satisfaction of the condition precedent pursuant to clause 2.1(z) is sufficient for these purposes and that in any case, that approval will not be unreasonably withheld and the Financiers must respond promptly to any such request for approval). Without limitation, the Borrowers must ensure that all consents required in relation to the Corporate Restructure or to effect the Corporate Restructure, including any consents required in connection with any Existing Joint Venture Interests, any KFC Agreement, any Material Document or any consents required as a condition precedent to completion under the ▇▇▇ & Oscars Sale Agreement (but not including any such consents required in relation to any Leasehold Interest), are obtained prior to the relevant Corporate Restructure Step to which they relate taking place, but within sufficient time to ensure that such Corporate Restructure Steps are completed within the time frames contemplated by schedule 12. (b) The Borrowers must promptly notify the Senior Agent of the completion of any Corporate Restructure Step. (c) AsiaHoldco must at the time it becomes the owner of any equity securities in SIM or any other Entity formed under the laws of the United States or any state thereof, deliver to Security Trustee a US Pledge Agreement in respect of such equity securities in a form and of a substance satisfactory to the Senior Agent together with duly executed instruments of transfer or assignments in blank therefor and a legal opinion from Ropes & ▇▇▇▇, US legal counsel to the Borrowers, in respect of the US Pledge Agreement and the security interest in those equity securities and such other matters as the Senior Finance Parties may reasonably require in a form reasonably acceptable to the Senior Agent. (d) The US Borrower must, within five days after becoming the owner of any equity securities in WRC, Sizzler USA, Inc., a Delaware corporation, or any other entity formed under the laws of the United States or any state thereof, deliver to Security Trustee all certificates evidencing such equity securities together with duly executed instruments of transfer or assignments in blank therefor and a duly executed and completed pledge amendment in the form attached to the US Security Agreement together with such other items as may be required pursuant to the terms of section 5.1 of such US Security Agreement and a legal opinion from US legal counsel to the Borrowers in respect of those documents and the security interest in those equity securities and such other matters as the Senior Finance Parties may reasonably require in a form reasonably acceptable to the Senior Agent. (e) The Transaction Parties must ensure that at the time of conversion of SIM or any of its Subsidiaries into limited liability companies, Ropes & ▇▇▇▇, US legal counsel to the Borrowers provide to the Senior Agent a legal opinion in respect of each Senior Finance Document to which the Transaction Party the subject of the conversion is expressed to be a party and such other matters as the Senior Finance Parties may reasonably require in a form reasonably acceptable to the Senior Agent. (f) A Transaction Party must not make or receive (and must not permit any Subsidiary of it to make or receive) any Corporate Restructure Loan unless and until the Senior Agent has approved the form and terms of that Corporate Restructure Loan, it being acknowledged that the approval of the form and terms of a Corporate Restructure Loan as a condition precedent pursuant to clause 2.1(z) is sufficient for these purposes. (g) All Financial Indebtedness under or in connection with each Corporate Restructure Loan must be fully and finally repaid and cancelled in full upon that repayment as follows, at the time of completion of Corporate Restructure Step Number 7: (1) in the case of the Corporate Restructure Loan referred to in paragraph (a) of the definition of that term, by way of set off against the consideration payable by the US Borrower in respect of the acquisition contemplated as part of Corporate Restructure Step Number 7; (2) in the case of the Corporate Restructure Loan referred to in paragraph (b) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (3) in the case of the Corporate Restructure Loan referred to in paragraph (c) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (4) in the case of the Corporate Restructure Loan referred to in paragraph (d) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (5) in the case of the Corporate Restructure Loan referred to in paragraph (e) of the definition of that term, by way of set off against liabilities of the Australian Borrower to WRC existing as at the date of completion of Corporate Restructure Step Number 7, and a Corporate Restructure Loan must not (without the prior written consent of the Senior Agent) be otherwise paid or repaid and a Corporate Restructure Loan Lender may not otherwise receive, and a Corporate Restructure Loan Borrower must not otherwise pay or repay any amounts owing under or in connection with a Corporate Restructure Loan to, or at the direction of, the Corporate Restructure Loan Lender or any person acting or purporting to act, on behalf of the Corporate Restructure Loan Lender. (h) The Australian Borrower must not pay or repay any amounts owing to P&O Holding Corp under or in connection with the ▇▇▇ & Oscars Loan Agreement to, or at the direction of, P&O Holding Corp or any person acting or purporting to act, on behalf of P&O Holding Corp provided that, notwithstanding any of provision of a Senior Finance Document, P&O Holding Corp may transfer or novate all of its rights and interests under and in respect of the ▇▇▇ & Oscars Loan Agreement to WRC at the time of completion of Corporate Restructure Step Number 2 and the Australian Borrower may consent to P&O Holding Corp making such transfer or novation. (i) A Transaction Party must not (1) amend or vary, or agree to an amendment or variation of; (2) terminate, rescind or discharge; (3) grant any waiver, time or indulgence in respect of any obligation under; (4) do or omit to do anything which may adversely affect the provisions or operation of; or (5) do or omit to do anything which would give any other person legal or equitable grounds to do anything in clause 2.7(i)(1) to 2.7(i)(4)(inclusive) in respect of, any Corporate Restructure Loan or the ▇▇▇ & Oscars Loan Agreement to which it is expressed to be a party except as expressly permitted or contemplated in clauses 2.7(g) or 2.7(h) without the prior written consent of the Senior Agent.

Corporate Restructure. (a) The Borrowers Borrower and US Bidco must ensure that each of the steps contemplated in schedule 12 11 is completed in accordance with and within the time frames contemplated by schedule 12 11 to effect the Corporate Restructure contemplated in that schedule and in accordance with documentation the form and terms of which have been approved by the Senior Mezzanine Agent (it being acknowledged that documentation approved in satisfaction of the condition precedent pursuant to clause 2.1(z2.1(aa) is sufficient for these purposes and that in any case, that approval will not be unreasonably withheld and the Financiers must respond promptly to any such request for approval). Without limitation, the Borrowers Borrower and US Bidco must ensure that all consents required in relation to the Corporate Restructure or to effect the Corporate Restructure, including any consents required in connection with any Existing Joint Venture Interests, any KFC Agreement, any Material Document or any consents required as a condition precedent to completion under the ▇▇▇ & Oscars Sale Agreement (but not including any such consents required in relation to any Leasehold Interest), are obtained prior to the relevant Corporate Restructure Step to which they relate taking place, but within sufficient time to ensure that such Corporate Restructure Steps are completed within the time frames contemplated by schedule 1211. (b) The Borrowers Borrower must promptly notify the Senior Mezzanine Agent of the completion of any Corporate Restructure Step. (c) AsiaHoldco must at the time it becomes the owner of any equity securities in SIM or any other Entity formed under the laws of the United States or any state thereof, deliver to Security Trustee a US Pledge Agreement in respect of such equity securities in a form and of a substance satisfactory to the Senior Agent together with duly executed instruments of transfer or assignments in blank therefor and a legal opinion from Ropes & ▇▇▇▇, US legal counsel to the BorrowersBorrower, in respect of the US Pledge Agreement and the security interest in those equity securities and such other matters as the Senior Mezzanine Finance Parties may reasonably require in a form reasonably acceptable to the Senior Mezzanine Agent. (d) The US Borrower Bidco must, within five days after becoming the owner of any equity securities in WRC, Sizzler USA, Inc., a Delaware corporation, or any other entity formed under the laws of the United States or any state thereof, deliver to Security Trustee all certificates evidencing such equity securities together with duly executed instruments of transfer or assignments in blank therefor and a duly executed and completed pledge amendment in the form attached to the US Security Agreement together with such other items as may be required pursuant to the terms of section 5.1 of such US Security Agreement and a legal opinion from US legal counsel to the Borrowers in respect of those documents and the security interest in those equity securities and such other matters as the Senior Mezzanine Finance Parties may reasonably require in a form reasonably acceptable to the Senior Mezzanine Agent. (e) The Transaction Parties must ensure that at the time of conversion of SIM or any of its Subsidiaries into limited liability companies, Ropes & ▇▇▇▇, US legal counsel to the Borrowers provide to the Senior Mezzanine Agent a legal opinion in respect of each Senior Mezzanine Finance Document to which the Transaction Party the subject of the conversion is expressed to be a party and such other matters as the Senior Mezzanine Finance Parties may reasonably require in a form reasonably acceptable to the Senior Mezzanine Agent. (f) A Transaction Party must not make or receive (and must not permit any Subsidiary of it to make or receive) any Corporate Restructure Loan unless and until the Senior Mezzanine Agent has approved the form and terms of that Corporate Restructure Loan, it being acknowledged that the approval of the form and terms of a Corporate Restructure Loan as a condition precedent pursuant to clause 2.1(z) is sufficient for these purposes. (g) All Financial Indebtedness under or in connection with each Corporate Restructure Loan must be fully and finally repaid and cancelled in full upon that repayment as follows, at the time of completion of Corporate Restructure Step Number 7: (1) in the case of the Corporate Restructure Loan referred to in paragraph (a) of the definition of that term, by way of set off against the consideration payable by the US Borrower in respect of the acquisition contemplated as part of Corporate Restructure Step Number 7; (2) in the case of the Corporate Restructure Loan referred to in paragraph (b) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (3) in the case of the Corporate Restructure Loan referred to in paragraph (c) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (4) in the case of the Corporate Restructure Loan referred to in paragraph (d) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (5) in the case of the Corporate Restructure Loan referred to in paragraph (e) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower to WRC or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7, and a Corporate Restructure Loan must not (without the prior written consent of the Senior Mezzanine Agent) be otherwise paid or repaid and a Corporate Restructure Loan Lender may not otherwise receive, and a Corporate Restructure Loan Borrower must not otherwise pay or repay any amounts owing under or in connection with a Corporate Restructure Loan to, or at the direction of, the Corporate Restructure Loan Lender or any person acting or purporting to act, on behalf of the Corporate Restructure Loan Lender. (h) The Australian Borrower must not pay or repay any amounts owing to P&O Holding Corp under or in connection with the ▇▇▇ & Oscars Loan Agreement to, or at the direction of, P&O Holding Corp or any person acting or purporting to act, on behalf of P&O Holding Corp provided that, notwithstanding any of provision of a Senior Mezzanine Finance Document, P&O Holding Corp may transfer or novate all of its rights and interests under and in respect of the ▇▇▇ & Oscars Loan Agreement to WRC at the time of completion of Corporate Restructure Step Number 2 and the Australian Borrower may consent to P&O Holding Corp making such transfer or novation. (i) A Transaction Party must not (1) amend or vary, or agree to an amendment or variation of; (2) terminate, rescind or discharge; (3) grant any waiver, time or indulgence in respect of any obligation under; (4) do or omit to do anything which may adversely affect the provisions or operation of; or (5) do or omit to do anything which would give any other person legal or equitable grounds to do anything in clause 2.7(i)(1) to 2.7(i)(4)(inclusive) in respect of, any Corporate Restructure Loan or the ▇▇▇ & Oscars Loan Agreement to which it is expressed to be a party except as expressly permitted or contemplated in clauses 2.7(g) or 2.7(h) without the prior written consent of the Senior Mezzanine Agent.

Corporate Restructure. Borrower has requested, and Administrative Agent and the Lenders hereby agree, that Section 8.1(m) of the Loan Agreement shall be deleted in its entirety. In lieu of the requirements previously set forth in Section 8.1(m), Borrower hereby covenants and agrees that: (a) The Borrowers must ensure that each On or before October 2, 2000, Borrower shall deliver to Administrative Agent a written proposal (the "Financing Proposal") to refinance the Credit Facility and the Short Term Loan in full, which proposal shall include, without limitation, (i) an engagement letter (with term sheet) in form and substance acceptable to the Required Lenders authorizing an agent to obtain mezzanine financing (the "Subordinate Debt") for Borrower of at least $15,000,000, and (ii) an engagement letter (with term sheet) in form and substance acceptable to Required Lenders appointing a syndication agent on behalf of Borrower which is authorized to obtain commitments to refinance the balance of the steps contemplated in schedule 12 is completed in accordance with Credit Facility and within the time frames contemplated by schedule 12 to effect Short Term Loan after reducing the Corporate Restructure contemplated in that schedule Credit Facility and in accordance with documentation the form and terms of which have been approved Short Term Loan by the Senior Agent (it being acknowledged that documentation approved in satisfaction proceeds of the condition precedent pursuant Subordinate Debt. Additionally, on or before October 2, 2000, Borrower shall deliver to clause 2.1(zAdministrative Agent a time line in detail satisfactory to Required Lenders (the "Time Line") is of the significant actions (e.g. execution of a definitive financing agreement, a due diligence schedule, and obtaining sufficient for these purposes and that in any casecommitments from a bank group) which will be necessary to cause the Financing Proposal to be consummated on or before December 15, that approval will not be unreasonably withheld and the Financiers must respond promptly to any such request for approval). Without limitation, the Borrowers must ensure that all consents required in relation to the Corporate Restructure or to effect the Corporate Restructure, including any consents required in connection with any Existing Joint Venture Interests, any KFC Agreement, any Material Document or any consents required as a condition precedent to completion under the ▇▇▇ & Oscars Sale Agreement (but not including any such consents required in relation to any Leasehold Interest), are obtained prior to the relevant Corporate Restructure Step to which they relate taking place, but within sufficient time to ensure that such Corporate Restructure Steps are completed within the time frames contemplated by schedule 122000. (b) The Borrowers must promptly notify Borrower has notified Administrative Agent and Lenders that Borrower is continuing to pursue strategic alternatives, including a potential sale of Borrower, however, Borrower covenants and agrees that Borrower shall not enter into any exclusivity agreement or other binding agreement for the Senior Agent sale of all or substantially all of the completion assets or stock of Borrower, or for any Corporate Restructure Step. (c) AsiaHoldco must at the time it becomes the owner merger or other consolidation of any equity securities in SIM or Borrower with any other Entity formed under the laws of the United States or any state thereofcompany, deliver to Security Trustee a US Pledge Agreement in respect of such equity securities in a form and of a substance satisfactory to the Senior Agent together with duly executed instruments of transfer or assignments in blank therefor and a legal opinion from Ropes & ▇▇▇▇, US legal counsel to the Borrowers, in respect of the US Pledge Agreement and the security interest in those equity securities and such other matters as the Senior Finance Parties may reasonably require in a form reasonably acceptable to the Senior Agent. (d) The US Borrower must, within five days after becoming the owner of any equity securities in WRC, Sizzler USA, Inc., a Delaware corporation, or any other entity formed under the laws of the United States or any state thereof, deliver to Security Trustee all certificates evidencing such equity securities together with duly executed instruments of transfer or assignments in blank therefor and a duly executed and completed pledge amendment in the form attached to the US Security Agreement together with such other items as may be required pursuant to the terms of section 5.1 of such US Security Agreement and a legal opinion from US legal counsel to the Borrowers in respect of those documents and the security interest in those equity securities and such other matters as the Senior Finance Parties may reasonably require in a form reasonably acceptable to the Senior Agent. (e) The Transaction Parties must ensure that at the time of conversion of SIM or any of its Subsidiaries into limited liability companies, Ropes & ▇▇▇▇, US legal counsel to the Borrowers provide to the Senior Agent a legal opinion in respect of each Senior Finance Document to which the Transaction Party the subject of the conversion is expressed to be a party and such other matters as the Senior Finance Parties may reasonably require in a form reasonably acceptable to the Senior Agent. (f) A Transaction Party must not make or receive (and must not permit any Subsidiary of it to make or receive) any Corporate Restructure Loan unless and until the Senior Agent has approved the form and terms of that Corporate Restructure Loan, it being acknowledged that the approval of the form and terms of a Corporate Restructure Loan as a condition precedent pursuant to clause 2.1(z) is sufficient for these purposes. (g) All Financial Indebtedness under or in connection with each Corporate Restructure Loan must be fully and finally repaid and cancelled in full upon that repayment as follows, at the time of completion of Corporate Restructure Step Number 7: (1) in the case of the Corporate Restructure Loan referred to in paragraph (a) of the definition of that term, by way of set off against the consideration payable by the US Borrower in respect of the acquisition contemplated as part of Corporate Restructure Step Number 7; (2) in the case of the Corporate Restructure Loan referred to in paragraph (b) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (3) in the case of the Corporate Restructure Loan referred to in paragraph (c) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (4) in the case of the Corporate Restructure Loan referred to in paragraph (d) of the definition of that term, by way of set off against liabilities of WRC to the Australian Borrower or any of its Subsidiaries existing as at the date of completion of Corporate Restructure Step Number 7; (5) in the case of the Corporate Restructure Loan referred to in paragraph (e) of the definition of that term, by way of set off against liabilities of the Australian Borrower to WRC existing as at the date of completion of Corporate Restructure Step Number 7, and a Corporate Restructure Loan must not (without the prior written consent of Required Lenders. Borrower understands and agrees that Borrower's failure to consummate the Senior Agent) be otherwise paid actions above set forth by the date indicated or repaid and a Corporate Restructure Loan Lender may not otherwise receive, and a Corporate Restructure Loan Borrower must not otherwise pay or repay any amounts owing under or in connection with a Corporate Restructure Loan to, or at the direction of, the Corporate Restructure Loan Lender or any person acting or purporting to act, on behalf of the Corporate Restructure Loan Lender. (h) The Australian Borrower must not pay or repay any amounts owing to P&O Holding Corp under or in connection comply with the ▇▇▇ & Oscars Loan Agreement to, terms of this Section 1.1 or at the direction of, P&O Holding Corp or any person acting or purporting to act, on behalf of P&O Holding Corp provided that, notwithstanding any of provision of Time Line once approved by the Required Lenders shall constitute a Senior Finance Document, P&O Holding Corp may transfer or novate all of its rights and interests default under and in respect of the ▇▇▇ & Oscars Loan Agreement to WRC at the time of completion of Corporate Restructure Step Number 2 Credit Facility and the Australian Short Term Loan for which Borrower may consent shall not be entitled to P&O Holding Corp making such transfer or novationa cure period. (i) A Transaction Party must not (1) amend or vary, or agree to an amendment or variation of; (2) terminate, rescind or discharge; (3) grant any waiver, time or indulgence in respect of any obligation under; (4) do or omit to do anything which may adversely affect the provisions or operation of; or (5) do or omit to do anything which would give any other person legal or equitable grounds to do anything in clause 2.7(i)(1) to 2.7(i)(4)(inclusive) in respect of, any Corporate Restructure Loan or the ▇▇▇ & Oscars Loan Agreement to which it is expressed to be a party except as expressly permitted or contemplated in clauses 2.7(g) or 2.7(h) without the prior written consent of the Senior Agent.