Common use of Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries Clause in Contracts

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Borrower (i) will not, and will not permit any Restricted Subsidiary to, transfer, convey, lease, sell or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary to any Person (other than to the Borrower or a Wholly–Owned Subsidiary) and (ii) will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell any shares of its Capital Stock (other than directors’ qualifying shares) to any Person (other than to the Borrower or a Wholly–Owned Subsidiary); provided, however, that (x) the Borrower is permitted to sell all the Capital Stock of a Restricted Subsidiary as long as the Borrower is in compliance with the terms of Section 6.04 and (y) the Borrower is permitted to sell less than all of the Capital Stock of a Restricted Subsidiary if (A) immediately after giving effect to such sale such Restricted Subsidiary either continues to be a Restricted Subsidiary or if such Restricted Subsidiary would no longer constitute a Restricted Subsidiary then the Investment in such Person remaining after giving effect to such sale would have been permitted to be made under Section 6.01 if made on the date of such issuance or sale and (B) the Borrower is in compliance with the terms of Section 6.04. In the case of clause (x), such Restricted Subsidiary, if a Subsidiary Guarantor, will be automatically released from all its obligations under this Agreement and its Subsidiary Guarantee, if all the obligations of such Subsidiary Guarantor under its Guarantee under all other Debt Facilities and related documentation and any other agreements relating to any other Indebtedness of the Borrower or its Restricted Subsidiaries terminate upon consummation of such sale.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Borrower Company (i1) will shall not, and will shall not permit any Restricted Subsidiary to, transfer, conveysell, lease, sell transfer or otherwise dispose of any shares of Capital Stock of a any Restricted Subsidiary to any Person (other than to the Borrower Company, Buffets Holdings or a Wholly–Wholly Owned Subsidiary) Subsidiary of the Company or Buffets Holdings), and (ii2) will shall not permit any Restricted Subsidiary, directly or indirectly, Subsidiary to issue or sell any shares of its Capital Stock (other than than, if necessary, shares of its Capital Stock constituting directors’ ' or other legally required qualifying shares) to any Person (other than to the Borrower Company, Buffets Holdings or a Wholly–Wholly Owned Subsidiary); provided, however, that (x) the Borrower is permitted to sell all the Capital Stock of a Restricted Subsidiary as long as the Borrower is in compliance with the terms of Section 6.04 and (y) the Borrower is permitted to sell less than all of the Capital Stock of a Restricted Subsidiary if Company or Buffets Holdings) unless (A) immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary either continues or (B) immediately after giving effect to be a Restricted Subsidiary such issuance, sale or if other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary then the and any Investment in such Person remaining after giving effect to thereto is treated as a new Investment by the Company and such sale Investment would have been be permitted to be made under Section 6.01 4.04 if made on the date of such issuance, sale or other disposition. Notwithstanding the foregoing, the issuance or sale and of shares of Capital Stock of any Restricted Subsidiary of the Company will not violate the provisions of the immediately preceding sentence if (Ba) such shares are issued or sold in connection with (x) the Borrower is in compliance with the terms formation or capitalization of Section 6.04. In the case of clause (x), such a Restricted Subsidiary, if (y) a single transaction or a series of substantially contemporaneous transactions whereby such Restricted Subsidiary Guarantor, will be automatically released from all its obligations under this Agreement and its becomes a Restricted Subsidiary Guarantee, if all the obligations of such Subsidiary Guarantor under its Guarantee under all other Debt Facilities and related documentation and any other agreements relating to any other Indebtedness of the Borrower Company by reason of the acquisition of securities or assets from another Person or (z) any merger or consolidation between the Company and Buffets Holdings, (b) Buffets Holdings issues shares of its Restricted Subsidiaries terminate common stock upon consummation exercise of such salewarrants outstanding on the date hereof under the Warrant Agreement, dated as of September 29, 2000, as supplemented by an Assumption Agreement dated as of December 29, 2005, among Buffets Holdings, the Company and the warrantholder party thereto or stock options issued under Buffets Holdings, Inc. Equity Participation Plan or (c) Buffets Holdings issues shares of its Voting Stock (that is not Disqualified Stock) that does not result in a Change of Control of the Company.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Borrower (i) will not, and will not permit any Restricted Subsidiary to, transfer, convey, lease, sell or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary to any Person (other than to the Borrower or a Wholly–Owned Subsidiary) and (ii) will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell any shares of its Capital Stock (other than directors’ qualifying shares) to any Person (other than to the Borrower or a Wholly–Owned Subsidiary); provided, however, that (x) the Borrower is permitted to sell all the Capital Stock of a Restricted Subsidiary as long as the Borrower is in compliance with the terms of Section 6.04 and (y) the Borrower is permitted to sell less than all of the Capital Stock of a Restricted Subsidiary if (A) immediately after giving effect to such sale such Restricted Subsidiary either continues to be a Restricted Subsidiary or if such Restricted Subsidiary would no longer TERM LOAN AGREEMENT, Page 64 constitute a Restricted Subsidiary then the Investment in such Person remaining after giving effect to such sale would have been permitted to be made under Section 6.01 if made on the date of such issuance or sale and (B) the Borrower is in compliance with the terms of Section 6.04. In the case of clause (x), such Restricted Subsidiary, if a Subsidiary Guarantor, will be automatically released from all its obligations under this Agreement and Agreement, its Subsidiary Guarantee, the Collateral Documents, and the Liens (if any) on the Collateral pledged by such Subsidiary Guarantor pursuant to the Collateral Documents shall be released with respect to the Loans if all the obligations of such Subsidiary Guarantor under its Guarantee under all other Debt Facilities and related documentation and any other agreements relating to any other Indebtedness of the Borrower or its Restricted Subsidiaries terminate upon consummation of such sale.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Borrower Company (i) will not, and will not permit any Restricted Subsidiary to, transfer, convey, lease, sell or otherwise dispose of any shares of Capital Stock of a Restricted Subsidiary to any Person (other than to the Borrower Company or a Wholly–-Owned Subsidiary) ), and (ii) will not permit any Restricted Subsidiary, directly or indirectly, to issue or sell any shares of its Capital Stock (other than directors’ qualifying shares) to any Person (other than to the Borrower Company or a Wholly–-Owned Subsidiary); provided, however, that (x) the Borrower Company is permitted to sell all the Capital Stock of a Restricted Subsidiary as long as the Borrower Company is in compliance with the terms of Section 6.04 3.7 and (y) the Borrower Company is permitted to sell less than all of the Capital Stock of a Restricted Subsidiary if (A) immediately after giving effect to such sale such Restricted Subsidiary either continues to be a Restricted Subsidiary or if such Restricted Subsidiary would no longer constitute a Restricted Subsidiary then the Investment in such Person remaining after giving effect to such sale would have been permitted to be made under Section 6.01 3.4 if made on the date of such issuance or sale and (B) the Borrower Company is in compliance with the terms of Section 6.043.7. In the case of clause (x), such Restricted Subsidiary, if a Subsidiary Guarantor, will be automatically released from all its obligations under this Agreement and Indenture, its Subsidiary Guarantee, the Collateral Documents and the Intercreditor Agreement, and the Liens (if any) on the Collateral pledged by such Subsidiary Guarantor pursuant to the Collateral Documents shall be released with respect to the Securities if all the obligations of such Subsidiary Guarantor under its Guarantee under all other Debt Facilities Facilities, the Rabobank Term Loan and related documentation and any other agreements relating to any other Indebtedness of the Borrower Company or its Restricted Subsidiaries terminate upon consummation of such sale.