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DOCUMENT TITLE:  BRIDGE LOAN AGREEMENT .
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Clause Heading
Section 2.1 - Loans.
Section 2.2 - Additional Loans.
Section 2.3 - Note.
(a) - Scheduled Payments.
(b) - Voluntary Prepayments.
(c) - Mandatory Prepayments.
(a) - Interest Rate.
(b) - Default Rate.
(c) - Payments and Computation.
Section 2.6 - Payments; Application of Payments.
Section 2.7 - Collateral.
Section 3.1 - Conditions of Funding.
(a) - Documents.
(ii) - This Agreement;
(vi) - The Transition Services Agreement by and among the Borrowers and Administrative Agent;
(vii) - The Security Agreement and the Patent and Trademark Security Agreement;
(xi) - A Memorandum of Lease and Consent to Encumbrance and Assignment of Leases and Rents executed by Douglas J.
(b) - Compliance.
(c) - Insurance.
(d) - Title Insurance.
(e) - Other Matters.
(f) - Representations and Warranties.
(g) - No Default.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES
Section 4.1 - Organization, Standing, Etc.
Section 4.2 - Authorization and Validity.
Section 4.3 - Subsidiaries.
Section 4.4 - No Conflict; No Default.
Section 4.5 - Governmental Consent.
Section 4.6 - Financial Statements and Condition.
Section 4.7 - Litigation and Contingent Liabilities.
Section 4.8 - Compliance.
Section 4.9 - Environmental, Health and Safety Laws.
Section 4.10 - ERISA.
Section 4.11 - Ownership of Property; Liens.
Section 4.12 - Taxes.
Section 4.13 - Insurance.
Section 4.14 - Investment Company Act.
Section 4.15 - No Subordination.
Section 4.16 - Permits, Franchises.
Section 4.17 - Intellectual Property.
ARTICLE V - AFFIRMATIVE COVENANTS
Section 5.1 - Financial Statements and Reports.
(a) - Minimum Income from Restaurant Operations.
(b) - Minimum Consolidated Revenue.
Section 5.3 - Existence.
Section 5.4 - Insurance.
Section 5.5 - Payment of Taxes and Claims.
Section 5.6 - Inspection.
Section 5.7 - Maintenance of Properties.
Section 5.8 - Books and Records.
Section 5.9 - Compliance.
Section 5.10 - ERISA.
Section 5.11 - Environmental Matters.
Section 5.12 - Conduct of Business.
ARTICLE VI - NEGATIVE COVENANTS
Section 6.1 - Liens.
Section 6.2 - Investments.
Section 6.3 - Indebtedness.
Section 6.4 - Fundamental Changes; Subsidiaries.
Section 6.5 - Dispositions.
Section 6.6 - Restricted Payments.
Section 6.7 - Transactions with Affiliates.
Section 7.1 - Events of Default.
(k) - There occurs a Change of Control;
Section 7.2 - Remedies.
Section 8.1 - Appointment of Administrative Agent.
Section 8.2 - Nature of Duties of Administrative Agent.
Section 8.3 - Lack of Reliance on Administrative Agent.
Section 8.4 - Certain Rights of Administrative Agent.
Section 8.5 - Reliance by Administrative Agent.
Section 8.6 - Indemnification of Administrative Agent.
Section 8.7 - Administrative Agent in its Individual Capacity.
Section 8.8 - Successor Administrative Agent.
Section 8.9 - Amendments, Consents and Waivers.
Section 8.10 - Actions with Respect to Defaults.
Section 8.11 - Delivery of Information.
Section 8.12 - Demand.
Section 8.13 - Notice of Default.
Section 8.14 - Purchase for Investment.
Section 8.15 - Transfer Restrictions.
Section 8.16 - Source of Funds.
Section 8.17 - Disclosure.
Section 9.2 - Costs and Expenses.
Section 9.1 - Waivers and Amendments.
Section 9.3 - Indemnities.
Section 9.4 - Notices.
Section 9.5 - Successors.
Section 9.6 - Treatment of Certain Information; Confidentiality.
Section 9.7 - Marshaling; Payments Set Aside.
Section 9.8 - Lenders Obligations Several; Independent Nature of Lenders Rights.
Section 9.9 - Severability.
Section 9.10 - Subsidiary References.
Section 9.11 - Joint and Several.
Section 9.12 - Captions.
Section 9.13 - Entire Agreement.
Section 9.14 - Counterparts.
Section 9.15 - Governing Law.
Section 9.16 - Consent to Jurisdiction.
Section 9.17 - Waiver of Jury Trial.
1 - Loan Agreement.
2 - Prepayment.
(a) - Conversion.
(b) - Manner of Conversion.
4 - Conversion Price Adjustments.
(a) - Stock Dividends and Splits.
(b) - Fundamental Transactions.
(c) - Subsequent Equity Sales.
(d) - Definitions.
(e) - Calculations.
(f) - Notice of Adjustments.
(g) - Notice of Corporate Events.
5 - Events of Default.
6 - Remedies Upon Events of Default.
7 - Investment Intent.
8 - Successors or Assigns.
2 - Registration of Warrant.
9 - Presentment.
1 - Definitions.
3 - Registration of Transfers.
4 - Exercise and Duration of Warrants.
5 - Delivery of Warrant Shares.
6 - Charges, Taxes and Expenses.
7 - Replacement of Warrant.
8 - Reservation of Warrant Shares.
9 - Certain Adjustments.
(d) - Number of Warrant Shares.
10 - Payment of Exercise Price.
(a) - Cash Exercise.
13 - Warrant Agent.
14 - Miscellaneous.
(b) - Cashless Exercise.
11 - No Fractional Shares.
12 - Notices.
2 - Registration Rights.
2.1 - Request for Registration.
2.2 - Company Registration.
2.5 - Expenses of Registration.
2.3 - Obligations of the Company.
2.4 - Furnish Information.
2.6 - Underwriting Requirements.
2.7 - Delay of Registration.
2.8 - Indemnification.
2.9 - Transfer of Shares after Registration; Suspension.
2.10 - Termination of Registration Rights.
3.1 - Participation Right.
3.2 - Termination.
4 - Assignment of Registration and Participation Rights.
5.1 - Transfers, Successors and Assigns.
5.2 - Governing Law.
5.3 - Counterparts.
5.4 - Titles and Subtitles.
5.5 - Notices.
5.6 - Severability.
5.7 - Entire Agreement.
1 - Minimum Income from Restaurant Operations.
2 - Minimum Consolidated Cash Flow.