NEGATIVELY
IMPACTED AS AT THE END OF THE IMMEDIATELY PRECEDING FISCAL QUARTER OR FISCAL
YEAR REPRESENTED BY SUCH ANNUAL AUDITED FINANCIAL STATEMENTS OR QUARTERLY
UNAUDITED FINANCIAL STATEMENTS, AS APPLICABLE, FOR ONE OR MORE REASONS (SAID
DETERMINATION OF NEGATIVE IMPACT TO BE MADE BY THE AGENT IN ITS REASONABLE
DISCRETION), UPON THE PERIODIC REQUEST OF THE AGENT (UNTIL THE CONDITIONS
ATTRIBUTABLE TO SUCH NEGATIVE IMPACT HAVE BEEN ADDRESSED AND RECTIFIED TO THE
REASONABLE SATISFACTION OF THE AGENT), THE COMPANY AGREES THAT IT SHALL PROMPTLY
PROVIDE THE AGENT AND THE LENDERS WITH ADDITIONAL INFORMATION RELATING TO THE
FINANCIAL CONDITION AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES AS MAY BE
REASONABLY REQUESTED BY THE AGENT, INCLUDING, BUT NOT LIMITED TO, REPORTS
SETTING OUT IN SUFFICIENT DETAIL THE FINANCIAL PERFORMANCE OF EACH RETAIL
LOCATION FOR ANY AND ALL STORES AND OPERATIONS MAINTAINED BY THE COMPANY AND/OR
ANY OF ITS SUBSIDIARIES.
Notwithstanding the foregoing, information required to be delivered pursuant to
clauses (a), (b) and (d) of this Section 5.2 shall be deemed to have been
delivered if such information shall be available on the website of the
Securities and Exchange Commission at and the Company shall
have notified the Agent of the availability of all such financial information;
provided, that the Company shall deliver paper copies of such information to the
Agent or any Lender that reasonably requests such delivery.
Information
required to be delivered pursuant to this Section 5.2 (other than a Notice of
Default) may also be delivered by electronic means pursuant to Section 9.2(b).
SECTION 5.3
FINANCIAL TESTS.
(A) HAVE AT ALL TIMES A FIXED CHARGE COVERAGE
RATIO OF NOT LESS THAN 1.50 TO 1.00; AND (B) HAVE AT ALL TIMES A LEVERAGE RATIO
OF NOT MORE THAN 3.00 TO 1.00.
SECTION 5.4
INSPECTION.
PERMIT THE AGENT AND THE LENDERS TO INSPECT ITS
PROPERTY, TO EXAMINE ITS FILES, BOOKS AND RECORDS AND MAKE AND TAKE AWAY COPIES
THEREOF, AND TO DISCUSS ITS AFFAIRS WITH ITS OFFICERS AND ACCOUNTANTS, ALL AT
SUCH TIMES AND INTERVALS AND TO SUCH EXTENT AS THE AGENT OR ANY LENDER MAY
REASONABLY DESIRE; PROVIDED THAT, IN THE ABSENCE OF AN EVENT OF DEFAULT, NO MORE
THAN ONE SUCH VISIT SHALL BE PERMITTED AT THE EXPENSE OF THE COMPANY IN ANY
FISCAL YEAR.
SECTION 5.5
FURTHER ASSURANCES.
PROMPTLY EXECUTE AND DELIVER ANY AND ALL OTHER
AND FURTHER INSTRUMENTS WHICH MAY BE REQUESTED BY THE AGENT OR ANY LENDER TO
CURE ANY DEFECT IN THE EXECUTION AND DELIVERY OF ANY LOAN DOCUMENT OR MORE FULLY
TO DESCRIBE PARTICULAR ASPECTS OF THE COMPANY'S AGREEMENTS SET FORTH IN THE LOAN
DOCUMENTS OR SO INTENDED TO BE.
SECTION 5.6
BOOKS AND RECORDS.
MAINTAIN BOOKS OF RECORD AND ACCOUNT IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
SECTION 5.7
INSURANCE.
MAINTAIN AT ALL TIMES INSURANCE WITH SUCH INSURERS, ON
SUCH OF ITS PROPERTY, OFFICERS, DIRECTORS AND EMPLOYEES, IN SUCH AMOUNTS AND
AGAINST SUCH RISKS AS IS CUSTOMARILY MAINTAINED BY OTHER PERSONS OF SIMILAR SIZE
AND ENGAGED IN BUSINESSES SUBSTANTIALLY SIMILAR TO ITS