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BJS RESTAURANTS INC filed this Form 10-K on 02/28/2012
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(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor.

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

(e) Dispositions permitted by Section 7.04; and

(f) Sale and leaseback transactions of not more than (i) $50,000,000 in the aggregate for properties acquired after the Closing Date, and (ii) $20,000,000 in the aggregate for the Legacy Properties;

provided, however, that any Disposition pursuant to subsections (a) through (f) shall be for fair market value or other commercially reasonable value and terms; and

provided, further, that the proceeds from any Disposition pursuant to subsection (f)(ii) shall first be applied to pay down the then Outstanding Amounts.

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except during such periods that the Total Lease Adjusted Leverage Ratio is less than 4.25 to 1.0 and provided no Change of Control occurs as a result thereof.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.