EACH STORE OPERATED BY A BORROWER OR A BORROWER'S
SUBSIDIARY AND COMPARING SUCH AMOUNTS TO THE PREVIOUS FISCAL YEAR PERIOD, AND
(II) FORTY-FIVE (45) DAYS AFTER THE END OF EACH OF THE FISCAL QUARTERS OF THE
BORROWERS AND THEIR SUBSIDIARIES SALES AND CONSOLIDATED EBITDA STATEMENTS ON AN
INDIVIDUAL STORE-BY-STORE BASIS FOR EACH STORE OPERATED BY A BORROWER OR A
BORROWER'S SUBSIDIARY AND COMPARING SUCH AMOUNTS TO THE PREVIOUS FISCAL YEAR
PERIOD, ALL SUCH STATEMENTS TO BE IN A FORM SATISFACTORY TO THE MAJORITY
LENDERS;
(E)
SIMULTANEOUSLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SUBSECTIONS (A) AND (B) ABOVE, A STATEMENT CERTIFIED BY THE
PRINCIPAL FINANCIAL OR ACCOUNTING OFFICER OF THE BORROWERS (AND IN THE CASE OF
DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SUBSECTION (A) ABOVE, THE
ACCOUNTANTS OF THE BORROWERS), IN SUBSTANTIALLY THE FORM OF EXHIBIT C HERETO (A
"COMPLIANCE CERTIFICATE") AND SETTING FORTH IN REASONABLE DETAIL COMPUTATIONS
EVIDENCING COMPLIANCE WITH THE COVENANTS CONTAINED IN §11 AND (IF APPLICABLE)
RECONCILIATIONS TO REFLECT CHANGES IN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
SINCE THE BALANCE SHEET DATE;
(F)
PROMPTLY AFTER THE FILING OR MAILING THEREOF, COPIES OF ALL
MATERIAL OF A FINANCIAL NATURE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR SENT TO THE STOCKHOLDERS OF THE BORROWERS;
(G)
WITHIN FORTY-FIVE (45) DAYS AFTER THE BEGINNING OF EACH FISCAL
YEAR OF THE BORROWERS AND FROM TIME TO TIME UPON REQUEST OF THE AGENT (BUT NOT
MORE FREQUENTLY THAN ANNUALLY SO LONG AS NO DEFAULT OR EVENT OF DEFAULT IS
CONTINUING), PROJECTIONS OF THE BORROWERS AND THEIR SUBSIDIARIES BROKEN DOWN FOR
THE NEXT FISCAL YEAR ON A MONTH BY MONTH AND QUARTER BY QUARTER BASIS UPDATING
THOSE PROJECTIONS AND BUDGETS DELIVERED TO THE LENDERS AND REFERRED TO IN §8.4.3
OR, IF APPLICABLE, UPDATING ANY LATER SUCH PROJECTIONS DELIVERED IN RESPONSE TO
A REQUEST PURSUANT TO THIS §9.4(G);
(H)
ALL INFORMATION SENT TO THE DIRECTORS OF ANY BORROWER REGARDING
THE OPENING OF NEW STORES;
(I)
ALL NOTICES AND OTHER INFORMATION SENT TO ANY HOLDER OF ANY
OBLIGATIONS UNDER THE SENIOR SECURED DEBT DOCUMENTS AND UNSECURED TERM LOAN
DOCUMENTS IN ITS CAPACITY AS SUCH;
61
(J)
ON OR BEFORE WEDNESDAY OF EACH WEEK, A THIRTEEN WEEK ROLLING CASH
FLOW FORECAST IN FORM SATISFACTORY TO THE AGENT WHICH SHALL DETAIL ALL SOURCES
AND USES OF CASH ON A WEEKLY BASIS AND SHALL REPORT ANY VARIANCES FROM THE PRIOR
WEEK, AND WHICH SHALL BE REFORECAST IN ITS ENTIRETY AS OF THE END OF EACH MONTH
(THE "WEEKLY CASH FLOW PROJECTION"); AND
(K)
FROM TIME TO TIME SUCH OTHER FINANCIAL DATA AND INFORMATION
(INCLUDING ACCOUNTANTS' MANAGEMENT LETTERS) AS THE AGENT OR ANY LENDER MAY
REASONABLY REQUEST.
9.5
Notices.
9.5.1
DEFAULTS.
EACH OF THE BORROWERS WILL PROMPTLY NOTIFY THE AGENT IN
WRITING OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT.
IF ANY PERSON
SHALL GIVE ANY NOTICE OR TAKE ANY OTHER ACTION IN RESPECT OF A CLAIMED DEFAULT
(WHETHER OR NOT CONSTITUTING AN EVENT OF DEFAULT) UNDER THIS CREDIT AGREEMENT OR
ANY OTHER