EBITDA COMPARING
YEAR OVER YEAR PERFORMANCE FOR ALL RESTAURANTS OPERATED FOR MORE THAN ONE YEAR),
PREPARED IN ACCORDANCE WITH GAAP AND CERTIFIED ON BEHALF OF THE BORROWERS BY THE
CHIEF FINANCIAL OFFICER OF THE PARENT;
58
(D)
CONCURRENTLY WITH THE DELIVERY OF EACH FINANCIAL STATEMENT
PURSUANT TO SUBSECTIONS (A) AND (B) OF THIS SECTION 6.1, A REPORT IN
SUBSTANTIALLY THE FORM OF EXHIBIT F HERETO SIGNED ON BEHALF OF THE BORROWERS BY
THE CHIEF FINANCIAL OFFICER OF THE PARENT;
(E)
AT LEAST FIFTEEN (15) DAYS PRIOR TO THE FIRST DAY OF EACH FISCAL
YEAR, THE BORROWERS' PROJECTIONS FOR SUCH FISCAL YEAR, PREPARED ON A FISCAL
MONTH BASIS AND INCLUDING CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME,
RETAINED EARNINGS AND CASH FLOWS;
(F)
CONCURRENTLY WITH THEIR FILING, TRUE AND CORRECT COPIES OF THE
BORROWERS' FEDERAL AND MATERIAL STATE INCOME TAX RETURNS AND EACH AMENDMENT
THERETO;
(G)
PROMPTLY AFTER THE RECEIPT THEREOF BY THE BORROWERS, COPIES OF ANY
REPORTS (INCLUDING ANY SO-CALLED MANAGEMENT LETTERS) SUBMITTED TO THE BORROWERS
BY INDEPENDENT PUBLIC ACCOUNTANTS IN CONNECTION WITH ANY ANNUAL OR INTERIM AUDIT
OR REVIEW OF THE ACCOUNTS OF THE BORROWERS AND/OR THEIR SUBSIDIARIES MADE BY
SUCH ACCOUNTANTS;
(H)
PROMPTLY AFTER THE SAME ARE DELIVERED TO ITS EQUITY HOLDERS OR THE
SEC, COPIES OF ALL PROXY STATEMENTS, FINANCIAL STATEMENTS AND REPORTS AS THE
BORROWERS SHALL SEND TO THEIR EQUITY HOLDERS, OR AS THE BORROWERS MAY FILE WITH
THE SEC OR ANY GOVERNMENTAL AUTHORITY AT ANY TIME HAVING JURISDICTION OVER THE
BORROWERS OR THEIR SUBSIDIARIES, OR, IN LIEU OF SUCH DELIVERY, PROMPT NOTICE
AFTER THE SAME ARE MADE PUBLICLY AVAILABLE ON THE INTERNET; AND
(I)
FROM TIME TO TIME, SUCH OTHER FINANCIAL DATA AND INFORMATION
ABOUT THE BORROWERS, THEIR SUBSIDIARIES AND THEIR BUSINESSES AND PROPERTIES AS
THE ADMINISTRATIVE AGENT OR THE LENDERS MAY REASONABLY REQUEST, INCLUDING,
WITHOUT LIMITATION, PERIODIC SALES REPORTS RELATING TO RESTAURANTS AND ANY
ACCOUNTS RECEIVABLES INFORMATION (INCLUDING AGING).
6.2
CONDUCT OF BUSINESS.
(A)
THE BORROWERS AND THEIR SUBSIDIARIES
SHALL DULY OBSERVE AND COMPLY IN ALL MATERIAL RESPECTS WITH ALL MATERIAL
CONTRACTS AND WITH ALL APPLICABLE LAWS, REGULATIONS, DECREES, ORDERS, JUDGMENTS
AND VALID REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITIES APPLICABLE TO THEIR
CORPORATE EXISTENCE, RIGHTS AND FRANCHISES, TO THE CONDUCT OF THEIR BUSINESS AND
TO THEIR PROPERTY AND ASSETS (INCLUDING WITHOUT LIMITATION ALL ENVIRONMENTAL
LAWS AND ERISA), EXCEPT IN ANY CASE WHERE THE FAILURE TO OBSERVE AND COMPLY
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT, AND SHALL MAINTAIN AND KEEP IN FULL
FORCE AND EFFECT AND COMPLY IN ALL MATERIAL RESPECTS WITH ALL LICENSES AND
PERMITS REASONABLY NECESSARY TO THE PROPER CONDUCT OF THEIR BUSINESS.
(B)
THE BORROWERS AND THEIR SUBSIDIARIES SHALL, EXCEPT AS OTHERWISE
PERMITTED BY THIS AGREEMENT, MAINTAIN THEIR CORPORATE OR OTHER ENTITY TYPE
EXISTENCE, COMPLY WITH THEIR RESPECTIVE CHARTERS, BY-LAWS, OPERATING AGREEMENTS
AND OTHER ORGANIZATIONAL DOCUMENTS, AND REMAIN OR ENGAGE SUBSTANTIALLY IN THE
SAME BUSINESS AS THAT IN WHICH THEY ARE NOW ENGAGED AND IN NO UNRELATED
BUSINESS.
6.3
MAINTENANCE AND INSURANCE.
(A)
THE BORROWERS AND EACH OF THEIR SUBSIDIARIES SHALL