Common use of Financial Information and Compliance Certificates Clause in Contracts

Financial Information and Compliance Certificates. (a) Keep their books of account in accordance with good accounting practices and furnish to each Noteholder, within 120 days after the last day of each fiscal year, consolidated balance sheets of the Company and its Subsidiaries as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP and certified by a firm of independent certified public accountants of recognized national reputation; and, within 45 days after the close of each of the first three quarters of each fiscal year, consolidated and consolidating balance sheets, statements of income and retained earnings and cash flows of the Company and its Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail and certified by the chief financial or accounting officer of the Company as having been prepared in accordance with GAAP (subject to year-end adjustments and the absence of footnotes). The Company will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company will, with reasonable promptness, furnish such other data as may be reasonably requested by the Noteholders, including, without limitation, copies of all material contracts and agreements. The Company agrees that (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time and from time to time, the Noteholders by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination and make extracts of the Company's books and records. (b) At the same time as it delivers the financial statements called for by Section 6.3(a), the Company shall deliver a certificate of the chief executive officer and the chief financial or accounting officer of the Company evidencing a computation of compliance with the provisions of Article VII and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To the extent delivered to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together with their delivery of the annual certified financial statements, a certificate stating that such accountants have no knowledge of any Default or Event of Default, which shall be addressed to the Company and the Noteholders.

Financial Information and Compliance Certificates. (a) Keep their The Company shall, and shall cause each of its Subsidiaries to, keep its books of account in accordance with good accounting practices and practices; the Company shall furnish to each NoteholderHolder, within 120 days after the last day of each fiscal year, consolidated balance sheets of the Company and its Subsidiaries as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP and certified by a firm of independent certified public accountants of recognized national reputation; and, within 45 days after the close of each of the first three quarters of each fiscal year, consolidated and consolidating balance sheets, statements of income and retained earnings and cash flows of the Company and its Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail and certified by the chief financial or accounting officer of the Company as having been prepared in accordance with GAAP (subject to year-end adjustments and the absence of footnotes). The Company will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company will, with reasonable promptness, furnish such other data as may be reasonably requested by the NoteholdersHolders, including, without limitation, copies of all material contracts and agreements. The Company agrees that shall (i) at the NoteholdersHolders' expense, at any time and from time to time (but not exceeding once in a calendar year, ) or (ii) after an Event of Default under the Note Purchase Agreement has occurred and is continuing, at the Company's expense, at any time and from time to time, the Noteholders permit any Holder by or through any of its officersOfficers, agents, employees, attorneys or accountants mayto conduct, upon reasonable notice to the Companynotice, conduct an examination of, and make extracts of from, the Company's books and records. (b) At the same time as it delivers the financial statements called for by Section 6.3(a), the Company shall deliver a certificate of the chief executive officer and the chief financial or accounting officer of the Company evidencing a computation of compliance with the provisions of Article VII and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To the extent delivered to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together with their delivery of the annual certified financial statements, a certificate stating that such accountants have no knowledge of any Default or Event of Default, which shall be addressed to the Company and the Noteholders.

Financial Information and Compliance Certificates. (a) Keep their books of account in accordance with good accounting practices and furnish to each Noteholderthe Bank, within 120 days after the last day of each fiscal year, consolidated balance sheets of the Company Borrower and its Subsidiaries as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP and certified by a firm of independent certified public accountants of recognized national reputationreasonably satisfactory to the Bank; and, within 45 days after the close of each of the first three quarters of each fiscal year, consolidated and consolidating balance sheets, statements of income and retained earnings and cash flows of the Company Borrower and its Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail and certified by the chief financial or accounting officer of the Company Borrower as having been prepared in accordance with GAAP (subject to year-end adjustments and the absence of footnotesadjustments). The Company Borrower will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company Borrower or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the CompanyBorrower. The Company Borrower will, with reasonable promptness, furnish such other data as may be reasonably requested by the NoteholdersBank, including, without limitation, copies of all material contracts and agreements. The Company agrees that (i) , and will at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time all times and from time to time, time permit the Noteholders Bank by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination inspect and make extracts from the books and records of the Company's books and recordsBorrower. (b) At the same time as it delivers the financial statements called for by Section 6.3(a5.3(a), the Company Borrower shall deliver a certificate of the chief executive officer and the chief financial or accounting officer of the Company Borrower evidencing a computation of compliance with the provisions of Article VII Section 6 and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To the extent delivered to the Senior Lender under the Senior LoanTogether with their delivery of annual certified financial statements, the CompanyBorrower's certified public accountants shall deliver, together with their delivery of the annual certified financial statements, also deliver a certificate stating that such accountants have no knowledge of any Default or Event of Default, which shall be addressed to the Company Borrower and the NoteholdersBank.

Financial Information and Compliance Certificates. (a) Keep their its books of account in accordance with good accounting practices and furnish to each Noteholder, the Bank within 120 days after the last day of each fiscal year, the 10-K of the Borrower and its Subsidiaries and the consolidated and consolidating balance sheets of the Company Borrower and its Subsidiaries as at such last day of the fiscal year and related consolidated and consolidating statements of income and income, retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP consistently applied and certified by a Coopers & Xxxxxxx or another firm of independent certified public accountants of recognized national reputationsatisfactory to the Bank; and, and within 45 60 days after the close of each of the first three quarters of each fiscal year, the 10-Q of the Borrower and its Subsidiaries and the consolidated balance sheets of the Borrower and consolidating balance sheetsits Subsidiaries, and related consolidated statements of income and retained earnings and cash flows of the Company Borrower and its Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail detail, and certified by the chief financial or accounting officer of the Company Borrower as having been prepared in accordance with GAAP (subject to year-end adjustments and the absence of footnotesadjustments). The Company Borrower will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company willalso, with reasonable promptness, furnish such other data as may be reasonably requested by the Noteholders, including, without limitation, copies of Bank and will at all material contracts and agreements. The Company agrees that (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time times and from time to time, time permit the Noteholders Bank by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination inspect and make extracts of the Companyfrom such Borrower's books and records. (b) At the same time as it delivers the financial statements called for by Section 6.3(a5.2(a), the Company shall deliver a certificate of the chief executive officer and the chief financial or accounting officer of the Company Borrower evidencing a computation of compliance with the provisions of Article VII Section 6 hereof and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To the extent delivered to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together Together with their delivery of the annual certified financial statements, the Borrower's certified public accountant shall also deliver such a certificate stating that such accountants have no knowledge of any Default or Event of Defaultcertificate, which shall be addressed to the Company Borrower and the NoteholdersBank. (c) Deliver to the Bank for Assessment and Proudfoot, an accounts receivable agings accompanied by a Borrowing Base Certificate indicating a computation of the Borrowing Base monthly (not later than 15 days after the last day of each month) covering the period ending the last day of the immediately preceding month. (d) Deliver to the Bank within 15 days after the end of each month for any month in which Permitted Acquisition Loans are outstanding, a certificate in form and detail satisfactory to the Bank evidencing compliance with the Collateral Requirement. (e) Within 10 days of the chief financial officer of the Borrower obtaining knowledge of any Default, if such Default is then continuing, the Borrower shall furnish to the Bank a certificate of the chief financial officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.

Financial Information and Compliance Certificates. (a) Keep their its books of account in accordance with good accounting practices and furnish to each Noteholder, the Bank (i) within 120 days after the last day of each of its fiscal yearyears, the consolidated balance sheets of the Company Borrower and its Subsidiaries as at such last day of the fiscal year and statements of income and retained earnings operations and cash flows for such fiscal year each prepared in accordance with GAAP consistently applied and certified by a firm of independent certified public accountants of recognized national reputationreasonably satisfactory to the Bank; and, (ii) within 45 60 days after the close of each of the first three quarters of each fiscal year, year consolidated and consolidating balance sheets, statements of income and retained earnings operations and cash flows of the Company such Borrower and its Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail and certified by the chief financial or accounting officer of the Company as having been detail, prepared in accordance with GAAP consistently applied and certified by a firm of independent certified public accountants reasonably satisfactory to the Bank (subject to year-end adjustments adjustments) and (iii) promptly after filed, the absence of footnotes). The Company will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer annual tax return (including schedules) of the Company. The Company will, Partnership Guarantor filed with reasonable promptness, furnish such other data as may be reasonably requested by the Noteholders, including, without limitation, copies of all material contracts and agreements. The Company agrees that (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time and from time to time, the Noteholders by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination and make extracts of the Company's books and recordsInternal Revenue Service. (b) At the same time as it delivers the financial statements called for by Section 6.3(a5.2(a), deliver to the Company shall deliver Bank a certificate of the chief executive officer and president or the chief financial or accounting officer of the Company evidencing a computation of compliance with the provisions of Article VII and Borrower stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To the extent delivered to the Senior Lender under the Senior LoanTogether with their delivery of annual certified financial statements, the CompanyBorrower's certified public accountants shall deliver, together with their delivery of the annual certified financial statements, also deliver such a certificate stating that such accountants have no knowledge of any Default or Event of Defaultcertificate, which shall be addressed to the Company Borrower and the NoteholdersBank. (c) Promptly upon their becoming available, deliver to the Bank copies of any: (i) financial statements, projections, non-routine reports, notices (other than routine correspondence), requests for waivers and proxy statements, in each case, delivered by the Borrower or any of its Subsidiaries to any lending institution other than the Bank; (ii) correspondence or notices received by the Borrower from any federal, state or local governmental authority that regulates the operations of the Borrower or any of its Subsidiaries, relating to an actual or threatened change or development that would be materially adverse to any Borrower or any Subsidiary; (iii) any and all SEC Documents and (iv) letters of comment or correspondence sent to the Borrower or any of its Subsidiaries by any such securities exchange or such Commission in relation to the Borrower or any of its Subsidiaries. (d) On or before each May 30th of each calendar year, with respect to each Individual Guarantor, deliver to the Bank (i) such Individual Guarantor's current annual financial statement (on the Bank's standard form) and (ii) all statements received by such Individual Guarantor from brokers and similar Persons with respect to all investments made by, and each investment account of, such Individual Guarantor . (e) Promptly after filed, deliver to the Bank a copy of each tax return (including all schedules thereto) of each Individual Guarantor filed with the Internal Revenue Service. (f) Within five days of any officer of the Borrower obtaining knowledge of any Default, if such Default is then continuing, furnish to the Bank a certificate of the chief financial or accounting officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto. (g) On or before each June 30th and December 31st of each calendar year, deliver to the Bank a certificate executed by each Individual Guarantor, in form and substance satisfactory to the Bank, certifying as to their combined liquid net worth or that they collectively own unencumbered liquid assets of, and that they have combined liquid net worth of, at least $7,000,000. (h) With reasonable promptness, furnish such other data as may be reasonably requested by the Bank.

Financial Information and Compliance Certificates. (a) Keep their books of account in accordance with good accounting practices The Borrower shall deliver the following financial statements and furnish other reports to each Noteholder, the Bank (or cause such items to be delivered): (i) within 120 days after the last day of each fiscal year, consolidated balance sheets of the Company and its Subsidiaries as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP and certified by a firm of independent certified public accountants of recognized national reputation; and, within 45 days after the close of each of the first three quarters of each Borrower's fiscal yearyears, the consolidated balance sheet, consolidated and consolidating balance sheets, statements of income and retained earnings and cash flows of the Company Borrower and its Subsidiaries the Guarantor as of the last day of and for such fiscal year, each such statement to be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied and certified by Marden, Harrison & Kreuter, CPAs or other xxxx xx xxxxxxxxent xxxxxxied public accountants satisfactory to the Bank; (ii) within 60 days after the close of the first 3 fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheet, consolidated statements of income and retained earnings and cash flows of the Borrower and the Guarantor as of the last day of and for such quarter and for the period portion of the fiscal year ended as of the close of the particular quarter, all then elapsed each such quarterly statements statement to be in reasonable detail and certified by the chief financial or accounting officer of the Company as having been prepared in accordance with GAAP (subject to year-end adjustments and the absence of footnotes). The Company will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company willBorrower, prepared in accordance with reasonable promptnessGAAP consistently applied consistently applied, furnish subject to year end adjustments; (iii) within 45 days after the close of each fiscal quarter, a work in progress report, an accounts receivable aging schedule and an accounts payable schedule, each in form and detail acceptable to the Bank, as of the close of such fiscal quarter; and (iv) such other data statements and reports as may shall be reasonably requested by the Noteholders, including, without limitation, copies Bank. At the time it delivers each of all material contracts and agreements. The Company agrees that the financial statements described in (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or and (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time and from time to timeabove, the Noteholders by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination and make extracts of the Company's books and records. (b) At the same time as it delivers the financial statements called for by Section 6.3(a), the Company Borrower shall deliver a certificate of the chief executive officer and the its president or chief financial or accounting officer of the Company evidencing a computation of demonstrating compliance with the provisions of Article VII financial covenants and stating that in each case that, except as disclosed in such certificate, the person making such certificate has no knowledge of any Default default or Event event of Default. To the extent delivered to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together with their delivery default. (b) Within five (5) days of the annual certified president or chief financial statements, a certificate stating that such accountants have no officer of the Borrower obtaining knowledge of any Default or Event of Default, which if such Default is then continuing, the Borrower shall be addressed furnish to the Company Bank a certificate of such officer of the Borrower setting forth the details thereof and the Noteholdersaction which the Borrower is taking or proposes to take with respect thereto.

Financial Information and Compliance Certificates. (a) Keep their its books of account in accordance with good accounting practices and furnish to each Noteholder, the Bank (i) within 120 90 days after the last day of each of its fiscal yearyears, the consolidated balance sheets of the Company Borrowers and its their Subsidiaries as at such last day of the fiscal year and consolidated statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP and certified by a firm of independent certified public accountants satisfactory to the Bank; (ii) within 90 days after the last day of recognized national reputationeach of its fiscal years, the consolidating balance sheets of the Borrowers and their Subsidiaries as at such last day of the fiscal year and consolidating statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP by a firm of independent certified public accountants satisfactory to the Bank; and, (iii) within 45 days after the close of each of the first three quarters of each fiscal year, half-year consolidated and consolidating balance sheets, statements of income and retained earnings and cash flows of the Company Borrowers and its their Subsidiaries as of the last day of and for such half-year and for the period of the fiscal year ended as of the close of the fiscal half-year, each prepared in accordance with GAAP on a compilation basis by a firm of independent certified public accountants satisfactory to the Bank; and (iv) within 45 days after the close of each of the first and third quarters of each fiscal year consolidated balance sheets, statements of income and retained earnings and cash flows of the Borrowers and their Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail detail, and certified by the chief financial or accounting officer of the Company Borrowers as having been prepared in accordance with GAAP (subject to year-end adjustments and the absence of footnotesadjustments). The Company Borrowers will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company willalso, with reasonable promptness, furnish such other data as may be reasonably requested by the Noteholders, including, without limitation, copies of Bank and will at all material contracts and agreements. The Company agrees that (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time times and from time to time, time permit the Noteholders Bank by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination inspect and make extracts of the Company's from such Borrowers' books and recordsrecords at reasonable times and upon prior written notice given by the Bank to the Borrowers. (b) At Within thirty (30) days after the same time as it delivers the financial statements called for by Section 6.3(a)end of each fiscal quarter, the Company shall deliver a certificate of the chief executive officer and the chief financial or accounting officer of the Company Borrowers evidencing a computation of compliance with the provisions of Article VII Section 6 hereof and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To the extent delivered to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together Together with their delivery of the annual certified financial statements, the Borrowers' certified public accountants shall also deliver such a certificate stating that such accountants have no knowledge of any Default or Event of Defaultcertificate, which shall be addressed to the Company Borrowers and the NoteholdersBank. 14 15 (c) Prior to the first extension of credit hereunder and from time to time as requested by the Bank, provide the Bank with a written acknowledgment, in form and substance satisfactory to the Bank, from the Borrowers' accountant preparing the Borrowers' fiscal year-end financial statements acknowledging that the Bank is relying on the accountant s professional accounting services to the Borrowers and the Borrowers knowledge of the Bank's reliance.

Financial Information and Compliance Certificates. (a) Keep their its books of account in accordance with good accounting practices and furnish to each Noteholder, the Bank within 120 90 days after the last day of each of its fiscal yearyears, the consolidated and consolidating financial statements and balance sheets of the Company Borrower and its Subsidiaries (and to the extent not furnished therewith, like consolidated and consolidating statements of each Corporate Guarantor and its Subsidiaries) as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP generally accepted accounting principles consistently applied and certified by a firm of independent certified public accountants of recognized national reputationsatisfactory to the Bank, together with such certified public accountant's management letter as and when issued; and, and within 45 days after the close of each of the first three quarters of each fiscal year, year consolidated and consolidating financial statements, balance sheets, statements of income and retained earnings and cash flows of the Company such Borrower and its Subsidiaries (and to the extent not furnished therewith, like consolidated and consolidating statements of each Corporate Guarantor and its Subsidiaries) as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be unaudited and in reasonable detail detail, and certified by the chief financial or accounting officer of the Company Borrower as having been prepared in accordance with GAAP (subject to year-end adjustments adjustments) and in comparative form for the absence of footnotes)corresponding figures for the comparable period for the preceding fiscal year. The Company Borrower will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company willalso, with reasonable promptness, furnish such other data as may be reasonably requested by the Noteholders, including, without limitation, copies of Bank and will at all material contracts and agreements. The Company agrees that (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time times and from time to time, time permit the Noteholders Bank by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination inspect and make extracts of the Companyfrom such Borrower's books and records. (b) At the same time as it delivers the financial statements called for by Section 6.3(aParagraph 5.2(a), the Company shall deliver a certificate of the chief executive officer president and the chief financial or accounting officer of the Company Borrower evidencing a computation of compliance with the provisions of Article VII Section 6 hereof for each quarter and a certificate of the auditor for each fiscal year end statement and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of or any Default or Event of DefaultDefault their delivery of annual certified financial statements. To the extent delivered to the Senior Lender under the Senior Loan, the CompanyThe Borrower's certified public accountants shall deliver, together with their delivery of the annual certified financial statements, also deliver such a certificate stating that such accountants have no knowledge of any Default or Event of Defaultcertificate, which shall be addressed to the Company Borrower and the NoteholdersBank for the fiscal year end calculations. (c) Within five days after any officer of the Borrower obtains knowledge of any Default, if such Default is then continuing, Borrower shall furnish to the Bank a certificate of the chief financial or accounting officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto. (d) As soon as practical, all reports submitted to governmental agencies and stockholders, except as prepared in the normal course of business and that would not result in an adverse action to be taken by any such agencies, and all such other information as the Bank shall reasonably request. (e) All reports and forms filed with respect to all pension or other employee benefit plans under ERISA, except as filed in the normal course of business and that would not result in an adverse action to be taken by ERISA, and details related to information of a reportable ERISA event; and (f) Such other information regarding the operations, business affairs and financial condition as the Bank may reasonably request.

Financial Information and Compliance Certificates. (a) Keep their The Company shall, and shall cause each of its Subsidiaries to, keep its books of account in accordance with good accounting practices and practices; the Company shall furnish to each NoteholderHolder, within 120 days after the last day of each fiscal year, consolidated balance sheets of the Company and its Subsidiaries as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP and certified by a firm of independent certified public accountants of recognized national reputation; and, within 45 days after the close of each of the first three quarters of each fiscal year, consolidated and consolidating balance sheets, statements of income and retained earnings and cash flows of the Company and its Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail and certified by the chief financial or accounting officer of the Company as having been prepared in accordance with GAAP (subject to year-end adjustments and the absence of footnotes). The Company will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company will, with reasonable promptness, furnish such other data as may be reasonably requested by the NoteholdersHolders, including, without limitation, copies of all material contracts and agreements. The Company agrees that shall (iI) at the NoteholdersHolders' expense, at any time and from time to time (but not exceeding once in a calendar year, ) or (iiII) after an Event of Default under the Note Purchase Agreement has occurred and is continuing, at the Company's expense, at any time and from time to time, the Noteholders permit any Holder by or through any of its officersOfficers, agents, employees, attorneys or accountants mayto conduct, upon reasonable notice to the Companynotice, conduct an examination of, and make extracts of from, the Company's books and records. (b) At the same time as it delivers the financial statements called for by Section 6.3(a), the Company shall deliver a certificate of the chief executive officer and the chief financial or accounting officer of the Company evidencing a computation of compliance with the provisions of Article VII and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To the extent delivered to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together with their delivery of the annual certified financial statements, a certificate stating that such accountants have no knowledge of any Default or Event of Default, which shall be addressed to the Company and the Noteholders.

Financial Information and Compliance Certificates. (a) Keep their its books of account in accordance with good accounting practices and furnish to each Noteholder, the Bank within 120 90 days after the last day of each of its fiscal yearyears, (i) the consolidated balance sheets of the Company Borrower and its Subsidiaries as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP consistently applied and certified without qualification by a firm of independent certified public accountants of recognized national reputationreasonably satisfactory to the Bank; and, and within 45 (ii) 30 days after the close of each of the first three quarters of each fiscal year, month consolidated and consolidating balance sheets, statements of income and retained earnings and cash flows of the Company Borrower and its Subsidiaries as of the last day of and for such quarter month and for the period of the fiscal year ended as of the close of the particular quartermonth, all such quarterly monthly statements to be in reasonable detail detail, and certified by the chief financial or accounting officer of the Company Borrower as having been prepared in accordance with GAAP (exclusive of footnotes and subject to year-end adjustments and the absence of footnotesadjustments). The Company Borrower will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company willalso, with reasonable promptness, furnish such other data as may be reasonably requested by the Noteholders, including, without limitation, copies of Bank and will at all material contracts and agreements. The Company agrees that (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time times and from time to time, time permit the Noteholders Bank by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination inspect and make extracts of the Companyfrom such Borrower's books and recordsrecords at each Network Site (subject to applicable laws and regulations relating to patient confidentiality). (b) At Within 45 days after the same time as it delivers the financial statements called for by Section 6.3(a)close of each fiscal quarter, the Company shall deliver a certificate of the chief executive officer president and the chief financial or accounting officer of the Company Borrower evidencing a computation of compliance with the provisions of Article VII Section 6 hereof and a computation of the Leverage Ratio (each including supporting detail of each applicable calculation) and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To . (c) Within 30 days after the extent delivered last day of each month, deliver to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together with their delivery Bank an accounts receivable agings report accompanied by a Borrowing Base Certificate indicating a computation of the annual certified Borrowing Base and executed by the chief financial statementsor accounting officer of the Borrower, a certificate stating that such accountants have no covering the period ending the last day of the immediately preceding month. (d) Promptly after the same are sent, copies of all financial statements and reports which the Borrower sends to its stockholders, and promptly after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, any Governmental Authority, agency, commission, board or bureau. (e) Within five days of any officer of the Borrower obtaining knowledge of any Default or Event of Default, which if such Default is then continuing, Borrower shall be addressed furnish to the Company Bank a certificate of the chief financial or accounting officer of the Borrower setting forth the details thereof and the Noteholdersaction which the Borrower is taking or proposes to take with respect thereto.

Financial Information and Compliance Certificates. (a) Keep their its books of record and account in accordance with good accounting practices GAAP and furnish to each Noteholder, the Bank: (i) within 120 (y) ninety (90) days after the last day of each of its fiscal yearyears, the consolidated balance sheets of the Company Borrower and its Subsidiaries as at such last day of the fiscal year and consolidated statements of income and income, retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP consistently applied and certified audited by a X.X. Xxxx LLP, CPAs or another firm of independent certified public accountants of recognized national reputationselected by the Borrower and reasonably satisfactory to the Bank; and, and (z) within 45 sixty (60) days after the close of each of the first three first, second and third quarters of each fiscal year, a consolidated balance sheet of the Borrower and consolidating balance sheets, consolidated statements of income and income, retained earnings and cash flows of the Company and its Subsidiaries as of the last day of and for such quarter and for the period of the fiscal year ended as of the close of the particular quarter, all such quarterly statements to be in reasonable detail detail, and certified by the chief financial or accounting chief executive officer of the Company Borrower as having been prepared in accordance with GAAP (subject to year-end adjustments and the absence of footnotesadjustments). The Company will also furnish, . (ii) within forty-five twenty (20) days after the end of a calendar each month, monthly profit a schedule of projects in which the Borrower is then involved (each a “Work-in-Progress Schedule”), in form and loss statements substance satisfactory to the Bank and including, without limitation: (y) an identification of each existing project by name, and new restaurant owned or managed by (z) the Company or contract price for each such project (including any change orders), the costs incurred to date, gross profit to date, contract xxxxxxxx to date, costs and estimated earnings in excess of its Subsidiariesxxxxxxxx and xxxxxxxx in excess of costs and estimated earnings, internally prepared and costs to complete. The Work-in-Progress Schedule will include contract revenues earned and contract costs for the period reported. Each such Work-in-Progress Schedule shall be certified by the chief financial or chief executive officer of the CompanyBorrower as being true, correct and complete to the best of such officer’s knowledge. (iii) with each corresponding Work-in-Progress Schedule as specified in subsection (ii) above, an accounts receivable aging schedule in form and detail reasonably acceptable to the Bank. The Company willBorrower will also, with reasonable promptness, furnish such other data as may be reasonably requested by the Noteholders, including, without limitation, copies of Bank and will at all material contracts and agreements. The Company agrees that (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time times and from time to time, time permit the Noteholders Bank by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination inspect and make extracts of from the Company's Borrower’s books and records. (b) At the same time as it delivers the financial statements called for by Section 6.3(a5.2(a)(i), the Company shall deliver a certificate of the chief executive officer and the chief financial or accounting chief executive officer of the Company Borrower evidencing a computation of compliance with the provisions of Article VII Section 6 (inclusive) hereof and stating that in each case case, except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To the extent delivered to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together with their delivery . (c) Within ten (10) days of any executive officer of the annual certified financial statements, a certificate stating that such accountants have no Borrower obtaining knowledge of any Default or Event of Default, which if such Default is then continuing, the Borrower shall be addressed furnish to the Company Bank a certificate of the chief financial officer of the Borrower setting forth the details thereof and the Noteholdersaction which the Borrower is taking or proposes to take with respect thereto.

Financial Information and Compliance Certificates. (a) Keep their its books of account in accordance with good accounting practices and furnish to each Noteholder, the Bank within 120 90 days after the last day of each of its fiscal yearyears, (i) the consolidated balance sheets of the Company Borrower and its Subsidiaries as at such last day of the fiscal year and statements of income and retained earnings and cash flows for such fiscal year each prepared in accordance with GAAP consistently applied and certified without qualification by a firm of independent certified public accountants of recognized national reputationreasonably satisfactory to the Bank; and, and within (ii) 45 days after the close of each of the first three quarters of each fiscal year, month consolidated and consolidating balance sheets, statements of income and retained earnings and cash flows of the Company Borrower and its Subsidiaries as of the last day of and for such quarter month and for the period of the fiscal year ended as of the close of the particular quartermonth, all such quarterly monthly statements to be in reasonable detail detail, and certified by the chief financial or accounting officer of the Company Borrower as having been prepared in accordance with GAAP (exclusive of footnotes and subject to year-end adjustments and the absence of footnotesadjustments). The Company Borrower will also furnish, within forty-five days after the end of a calendar month, monthly profit and loss statements of each existing and new restaurant owned or managed by the Company or any of its Subsidiaries, internally prepared and certified by the chief financial officer of the Company. The Company willalso, with reasonable promptness, furnish such other data as may be reasonably requested by the Noteholders, including, without limitation, copies of Bank and will at all material contracts and agreements. The Company agrees that (i) at the Noteholders' expense, at any time but not exceeding once in a calendar year, or (ii) after an Event of Default has occurred and is continuing, at the Company's expense, at any time times and from time to time, time permit the Noteholders Bank by or through any of its officers, agents, employees, attorneys or accountants may, upon reasonable notice to the Company, conduct an examination inspect and make extracts of the Companyfrom such Borrower's books and records. (b) At Within 45 days after the same time as it delivers the financial statements called for by Section 6.3(a)close of each fiscal quarter, the Company shall deliver a certificate of the chief executive officer president and the chief financial or accounting officer of the Company Borrower evidencing a computation of compliance with the provisions of Article VII Section 6 hereof and a computation of the Leverage Ratio (each including supporting detail of each applicable calculation) and stating that in each case except as disclosed in such certificate, the person making such certificate has no knowledge of any Default or Event of Default. To . (c) Within 30 days after the extent delivered last day of each month, deliver to the Senior Lender under the Senior Loan, the Company's certified public accountants shall deliver, together with their delivery Bank an accounts receivable agings report accompanied by a Borrowing Base Certificate indicating a computation of the annual certified Borrowing Base and executed by the chief financial statementsor accounting officer of the Borrower, a certificate stating that such accountants have no covering the period ending the last day of the immediately preceding month. (d) Promptly after the same are sent, copies of all financial statements and reports which the Borrower sends to its stockholders, and promptly after the same are filed, copies of all financial statements and reports which the Borrower may make to, or file with, any Governmental Authority, agency, commission, board or bureau. (e) Within five days of any officer of the Borrower obtaining knowledge of any Default or Event of Default, which if such Default is then continuing, Borrower shall be addressed furnish to the Company Bank a certificate of the chief financial or accounting officer of the Borrower setting forth the details thereof and the Noteholdersaction which the Borrower is taking or proposes to take with respect thereto.