Common use of Mandatory Distributions Clause in Contracts

Mandatory Distributions. Company shall cause: a. Each Restricted Subsidiary other than Operations, Real Estate Subsidiaries, and Foreign Subsidiaries that are not Guarantor Subsidiaries, to distribute, not less often than monthly, to its owners all cash and cash equivalents that come into the possession of such Restricted Subsidiary that are not required by such Restricted Subsidiary to satisfy its immediate working capital requirements. b. Operations and each Real Estate Subsidiary other than Foreign Subsidiaries that are not Guarantor Subsidiaries, to enter into an agreement (each an “Upstream Distribution Agreement”) with Company in form and substance satisfactory to Agent: (i) requiring Operations and such Real Estate Subsidiary to promptly distribute, and not less often than monthly, to Company all cash and cash equivalents that come into the possession of such Subsidiary and that are not required by such Subsidiary to satisfy: (A) its immediate obligations to contractors and vendors entered into in the ordinary course of business; and (B) its obligations under any Permitted Permanent Loan it has borrowed; and (ii) assigning to Agent a Lien in all of Company’s right, title and interest in, to and under such agreement and to all payments required to be made under such Upstream Distribution Agreement, and Company shall cause each such Subsidiary to comply with such agreement.

Mandatory Distributions. Company The Borrower shall cause: a. Each Restricted (a) FCA Restaurant Holdings and each other Subsidiary other than Operations, Holdings and any Real Estate Subsidiaries, and Foreign Subsidiaries that are not Guarantor Subsidiaries, Subsidiary to distribute, distribute (not less often than monthly, ) to its owners all cash and cash equivalents that come into the possession of FCA Restaurant Holdings or such Restricted other Subsidiary and that are not required by FCA Restaurant Holdings or such Restricted other Subsidiary to satisfy its immediate working capital requirements. b. Operations (b) Holdings and each Real Estate Subsidiary other than Foreign Subsidiaries that are not Guarantor Subsidiaries, to enter into an agreement (each an “Upstream Distribution Agreement”) with Company the Borrower in form and substance satisfactory to the Agent: (i) requiring Operations Holdings and such Real Estate Subsidiary to promptly distribute, distribute (and not less often than monthly, ) to Company the Borrower all cash and cash equivalents that come into the possession of such Subsidiary and that are not required by such Subsidiary to satisfy: (A) its immediate obligations to contractors and vendors entered into in the ordinary course of business; and (B) its obligations under any the Permitted Permanent Loan it has borrowedLoans made to Holdings or such Real Estate Subsidiary; and (ii) assigning to the Agent a Lien in all of Companythe Borrower’s right, title and interest in, to and under such agreement and to all payments required to be made under such Upstream Distribution Agreementthereunder, and Company the Borrower shall cause each such Subsidiary to comply with such agreement.

Mandatory Distributions. Company The Borrower shall cause: a. Each Restricted (a) FCA Restaurant Holdings and each other Subsidiary (other than OperationsHoldings, RE Holdings, RE CO and any Real Estate Subsidiaries, and Foreign Subsidiaries that are not Guarantor Subsidiaries, Subsidiary) to distribute, distribute (not less often than monthly, ) to its owners all cash and cash equivalents that come into the possession of FCA Restaurant Holdings or such Restricted other Subsidiary and that are not required by FCA Restaurant Holdings or such Restricted other Subsidiary to satisfy its immediate working capital requirements. b. Operations (b) Holdings, RE Holdings, RE CO and each Real Estate Subsidiary other than Foreign Subsidiaries that are not Guarantor Subsidiaries, to enter into an agreement (each an “‘Upstream Distribution Agreement”’) with Company the Borrower in form and substance satisfactory to the Agent: (i) requiring Operations Holdings, RE Holdings, RE CO and such Real Estate Subsidiary to promptly distribute, distribute (and not less often than monthly, ) to Company the Borrower all cash and cash equivalents that come into the possession of such Subsidiary and that are not required by such Subsidiary to satisfy: (A) its immediate obligations to contractors and vendors entered into in the ordinary course of business; and (B) its obligations under any the Permitted Permanent Loan it has borrowedLoans made to Holdings or such Real Estate Subsidiary; and (ii) assigning to the Agent a Lien in all of Companythe Borrower’s right, title and interest in, to and under such agreement and to all payments required to be made under such Upstream Distribution Agreementthereunder, and Company the Borrower shall cause each such Subsidiary to comply with such agreement.” (k) Section 6.5(a)(ii) of the Original Agreement is amended by changing the reference to “Section 6.2 or 6.19” to a reference to “Section 6.2 or 6.18.” (l) Section 6.6 of the Original Agreement is amended in its entirety to read as follows:

Mandatory Distributions. Company The Borrower shall cause: a. Each Restricted (a) FCA Restaurant Holdings and each other Subsidiary (other than OperationsHoldings, RE Holdings, RE CO and any Real Estate Subsidiaries, and Foreign Subsidiaries that are not Guarantor Subsidiaries, Subsidiary) to distribute, distribute (not less often than monthly, ) to its owners all cash and cash equivalents that come into the possession of FCA Restaurant Holdings or such Restricted other Subsidiary and that are not required by FCA Restaurant Holdings or such Restricted other Subsidiary to satisfy its immediate working capital requirements. b. Operations (b) Holdings, RE Holdings, RE CO and each Real Estate Subsidiary other than Foreign Subsidiaries that are not Guarantor Subsidiaries, to enter into an agreement (each an “Upstream Distribution Agreement”) with Company the Borrower in form and substance satisfactory to the Agent: (i) requiring Operations Holdings, RE Holdings, RE CO and such Real Estate Subsidiary to promptly distribute, distribute (and not less often than monthly, ) to Company the Borrower all cash and cash equivalents that come into the possession of such Subsidiary and that are not required by such Subsidiary to satisfy: (A) its immediate obligations to contractors and vendors entered into in the ordinary course of business; and (B) its obligations under any the Permitted Permanent Loan it has borrowedLoans made to Holdings or such Real Estate Subsidiary; and (ii) assigning to the Agent a Lien in all of Companythe Borrower’s right, title and interest in, to and under such agreement and to all payments required to be made under such Upstream Distribution Agreementthereunder, and Company the Borrower shall cause each such Subsidiary to comply with such agreement.

Mandatory Distributions. Company The Borrower shall cause: a. Each Restricted (a) FCA Restaurant Holdings and each other Subsidiary (other than OperationsHoldings, RE Holdings, RE CO and any Real Estate Subsidiaries, and Foreign Subsidiaries that are not Guarantor Subsidiaries, Subsidiary) to distribute, distribute (not less often than monthly, ) to its owners all cash and cash equivalents that come into the possession of FCA Restaurant Holdings or such Restricted other Subsidiary and that are not required by FCA Restaurant Holdings or such Restricted other Subsidiary to satisfy its immediate working capital requirements. b. Operations (b) Holdings, RE Holdings, RE CO and each Real Estate Subsidiary other than Foreign Subsidiaries that are not Guarantor Subsidiaries, to enter into an agreement (each an “Upstream Distribution Agreement”) with Company the Borrower in form and substance satisfactory to the Agent: (i) requiring Operations Holdings, RE Holdings, RE CO and such Real Estate Subsidiary to promptly distribute, distribute (and not less often than monthly, ) to Company the Borrower all cash and cash equivalents that come into the possession of such Subsidiary and that are not required by such Subsidiary to satisfy: (A) its immediate obligations to contractors and vendors entered into in the ordinary course of business; and (B) its obligations under any the Permitted Permanent Loan it has borrowedLoans made to Holdings or such Real Estate Subsidiary; and (ii) assigning to the Agent a Lien in all of Companythe Borrower’s right, title and interest in, to and under such agreement and to all payments required to be made under such Upstream Distribution Agreementthereunder, and Company the Borrower shall cause each such Subsidiary to comply with such agreement.