Shake Shack 2015 Annual Report Download - page 162

(l) Compliance Certificate –
concurrently with any delivery of financial statements under clause (a) above, a certificate of a Financial
Officer of the Borrower in substantially the form of Exhibit B
(i) certifying that such financial statements present fairly in all material respects the
financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated and consolidating basis in accordance with
GAAP consistently applied, (ii) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing,
specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations
demonstrating compliance with Section 6.12 and (iv) stating whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate;
(m)
Annual Budget –
within 90 days after the end of each fiscal year of the Borrower, a detailed annual budget for each of the twelve
fiscal months of the fiscal year following such fiscal year then ended of the Borrower and its Subsidiaries on a consolidated basis, including
forecasts prepared by management of the Borrower, in form and substance consistent with past and practice, of consolidated financial statements
of the Borrower and its Subsidiaries on a monthly basis for such fiscal year (including the fiscal year in which the Maturity Date occurs); and
(n)
Other Information –
promptly following any request therefor, such other information regarding the operations, business affairs and
financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any
Lender may reasonably request (and the disclosure of which would not violate applicable Law or breach any obligation binding on the Borrower
or such Subsidiary to keep such information confidential, would not require the disclosure of information subject to a legal privilege or would
disclose a trade secret (not related to financial matters)).
SECTION 5.02.
Notices of Material Events . The Borrower will furnish to the Administrative Agent reasonably prompt, and in any event
within five (5) Business Days (or in the case of clause (c) below, ten (10) Business Days) of a Responsible Officer having knowledge thereof, written
notice of the following:
(e)
the occurrence of any Default that is continuing;
(f)
receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party
that (i) seeks damages in excess of $3,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its assets, (iv)
alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental
Laws, (vi) contests any tax, fee, assessment, or other governmental charge in excess of $3,000,000, or (vii) involves any product recall;
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