Common use of Effectiveness and Conditions Precedent Clause in Contracts

Effectiveness and Conditions Precedent. This Amendment shall become effective upon the Bank’s receipt of: (a) counterparts of this Amendment executed and delivered by the Borrower; (b) payment by the Borrower of a closing fee in the amount of $10,000.00; (c) a fully executed original of a certificate of an officer of the Borrower with attached resolutions of the Board of Directors of the Borrower (in each case in form and substance satisfactory to the Bank in its sole discretion) authorizing the execution and delivery of this Amendment and consummation of the transactions contemplated hereby by the Borrower; (d) an original of the Seventeenth Amended and Restated Promissory Note attached hereto as Exhibit F duly executed by the Borrower; (e) evidence of the Borrower’s legal status and good standing; (f) a legal opinion from Borrower’s counsel regarding the authorization, validity, and enforceability of this Amendment and all related documents and instruments; (g) all items necessary to render effective Amendment No. 2 to First Amended and Restated Loan Agreement [Golden Corral] of even date between the Borrower and the Bank; and (h) such other documentation as the Bank may deem appropriate for this transaction and transactions of this type. In addition, as determined by the Bank in accordance with its business expertise, no material adverse change shall have occurred in the Borrower’s financial condition or performance as reflected in the financial statements provided by the Borrower to the Bank dated May 29, 2007, nor shall there have been any material adverse change in the Borrower’s property or in any other matters that the Bank analyzed in connection with the Amendment, including, without limitation, any change in the structure of the transaction initially presented to and agreed upon by the Bank.

Effectiveness and Conditions Precedent. This Amendment Agreement shall become effective upon at such time as the Bank’s receipt of: following conditions precedent shall have been satisfied (or waived by the Lenders): (a) counterparts receipt by the Administrative Agent of the following, each in form satisfactory to the Lenders: (i) a copy of this Amendment Agreement duly executed and delivered by the Borrower; ; (bii) payment by certificates of status or other similar evidence of status to carry on business for the Borrower and each Restricted Subsidiary from its jurisdiction of a closing fee in formation, incorporation, continuance or amalgamation (as applicable), dated as of the amount of $10,000.00; Closing Date; (ciii) the Security; (iv) a fully executed original of a general corporate certificate of from an officer of the Borrower with attached resolutions of the Board of Directors of the Borrower (in and each case Restricted Subsidiary in form and substance satisfactory to the Bank in its sole discretionLenders, acting reasonably; (v) authorizing the execution and delivery of this Amendment and consummation of the transactions contemplated hereby by the BorrowerTransition Agreement; and (dvi) an original opinion of the Seventeenth Amended and Restated Promissory Note attached hereto as Exhibit F duly executed by the Borrower; (e) evidence of the Borrower’s legal status and good standing; (f) a legal opinion from Borrower’s counsel regarding the authorization, validity, and enforceability of this Amendment and all related documents and instruments; (g) all items necessary to render effective Amendment No. 2 to First Amended and Restated Loan Agreement [Golden Corral] of even date between the Borrower and the Bank; Restricted Subsidiaries in form satisfactory to the Lenders, acting reasonably; (b) no event or circumstance, individually or in the aggregate, has occurred or is continuing that has had or could reasonably be expected to have a Material Adverse Effect; (c) there is no Default, Event of Default or Borrowing Base Shortfall and all representations and warranties of the Borrower set out in Article 10 are true and correct as of the Effective Time; (hd) such other documentation payment of fees to the Lenders as the Bank may deem appropriate for this transaction and transactions of this type. In addition, as determined previously agreed to by the Bank in accordance with its business expertise, no material adverse change shall have occurred in the Borrower’s financial condition or performance as reflected in the financial statements provided by the Borrower parties to the Bank dated May 29, 2007, nor shall there have been any material adverse change in the Borrower’s property or in any other matters that the Bank analyzed in connection with the Amendment, including, without limitation, any change in the structure of the transaction initially presented to and agreed upon by the Bankthis Agreement.

Effectiveness and Conditions Precedent. This Amendment shall become effective upon the Bank’s receipt of: (a) counterparts of this Amendment executed and delivered by the Borrower; (b) payment by the Borrower of a closing fee in the amount of $10,000.00; (c) a fully executed original of a certificate of an officer officers of the Borrower with attached resolutions of the Board of Directors of the Borrower (in each case in form and substance satisfactory to the Bank in its sole discretion) authorizing the execution and delivery of this Amendment and consummation of the transactions contemplated hereby by the Borrower; (dc) an original of the Seventeenth Eighth Amended and Restated Promissory Note attached hereto as Exhibit F duly executed by the Borrower; (ed) evidence of the Borrower’s legal status and good standing; (fe) a legal opinion from Borrower’s counsel regarding the authorization, validity, and enforceability of this Amendment and all related documents and instruments; (gf) all items necessary to render effective Amendment No. 2 3 to First Second Amended and Restated Loan Agreement [Golden CorralRevolving and Bullet Loans] of even date between the Borrower and the Bank; and (hg) such other documentation as the Bank may deem appropriate for this transaction and transactions of this type. In addition, as determined by the Bank in accordance with its business expertise, no material adverse change shall have occurred in the Borrower’s financial condition or performance as reflected in the financial statements provided by the Borrower to the Bank dated May 29, 2007, nor shall there have been any material adverse change in the Borrower’s property or in any other matters that the Bank analyzed in connection with the Amendment, including, without limitation, any change in the structure of the transaction initially presented to and agreed upon by the Bank.