Common use of Notice to Agent Clause in Contracts

Notice to Agent. (a) The Borrower shall provide the Agent with written notice within Three (3) Business Days after the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Borrower's President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles). (ii) Any ceasing of the Borrower's making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of an immaterial dispute). (iii) Any failure by the Borrower to pay rent at any of the Borrower's locations, which failure continues for more than Three (3) days following the last day on which such rent was payable without a material adverse effect to the Borrower. (iv) Any material adverse change in the business, operations, or financial affairs of the Borrower. (v) The Borrower's becoming InDefault. (vi) Any intention on the part of the Borrower to discharge the Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d)). (vii) Any litigation which, if determined adversely to the Borrower, might have a material adverse effect on the financial condition of the Borrower. (b) The Borrower shall: (i) At the request of the Agent, add the Agent as an addressee on all mailing lists maintained by or for the Borrower. (ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Agent, when received by the Borrower, with a copy of any management letter or similar communications from any accountant of the Borrower.

Notice to Agent. (a) The Borrower shall provide the Agent with written notice within Three (3) Business Days after the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Borrower's ’s President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles). (ii) Any ceasing of the Borrower's ’s making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of an immaterial dispute). (iii) Any failure by the Borrower to pay rent at any of the Borrower's ’s locations, which failure continues for more than Three (3) days following the last day on which such rent was payable without a material adverse effect to the Borrower. (iv) Any material adverse change in the business, operations, or financial affairs of the Borrower. (v) The Borrower's ’s becoming InDefaultIn Default. (vi) Any intention on the part of the Borrower to discharge the Borrower's ’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d)). (vii) Any litigation which, if determined adversely to the Borrower, might have a material adverse effect on the financial condition of the Borrower. (viii) The occurrence of any Internal Control Event. (ix) The incurrence of any Indebtedness after the Restatement Effective Date if, after giving effect to such incurrence, the Borrower shall have additional unsecured Indebtedness in aggregate principal amount exceeding $10,000,000. (b) The Borrower shall: (i) At the request of the Agent, add the Agent as an addressee on all mailing lists maintained by or for the Borrower. (ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Agent, when received by the Borrower, with a copy of any management letter or similar communications from any accountant of the Borrower.

Notice to Agent. Promptly (abut in no event more than ten (10) The Borrower shall provide days after a Responsible Officer has knowledge of the Agent with occurrence of each such event or matter) give written notice within Three to Agent in reasonable detail of: (31) Business Days after the occurrence of any of Default other than one arising from the following events, which written failure to pay money due to Agent or any Lender hereunder (PROVIDED that no such notice shall be with reasonable particularity as required to be given if, prior to the facts and circumstances expiration of such 10-day period (i) such Default is cured or (ii) Agent or any Lender has notified Borrower in respect writing of which the existence of such notice Default); (2) any change in the name of Borrower or any Guarantor or any material change in the organizational structure of Borrower or any Guarantor that requires or involves an amendment to its charter documents; (3) any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting the property of Borrower or any Subsidiary, if such loss (i) is being given:in excess of $l,000,000 in any one case or (ii) together with all other such losses during any one fiscal year, would cause the aggregate amount of such losses to exceed $5,000,000; (i) Any change any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or to the knowledge of Borrower or any Subsidiary, threatened against Borrower or any Subsidiary or any of their respective Properties pursuant to any applicable Environmental Laws, and all other Environmental Claims if any of the foregoing, individually or in the Borrower's Presidentaggregate, Chief Executive Officer, Chief Operating Officerwould have a Material Adverse Effect, and Chief Financial Officer (without regard iii) to the title(s) actually given knowledge of Borrower or any Subsidiary any environmental or similar condition on any real property adjoining or in the vicinity of the property of Borrower or any Subsidiary that could reasonably be anticipated to cause such property or any part thereof to be subject to any material restrictions on the Persons discharging the duties customarily discharged by officers with those titles).ownership, occupancy, transferability or use of such property under any Environmental Laws; (ii5) Any ceasing all legal, arbitration or investigatory proceedings, and of the Borrower's making all proceedings by or before any Governmental Person, and any material development in respect of paymentany such proceedings, in the ordinary course, to affecting Borrower or any of its creditors (other than its ceasing of making of such payments on account of an immaterial dispute). (iii) Any failure by the Borrower to pay rent at any of the Borrower's locationsSubsidiaries, which failure continues for more than Three (3) days following the last day on which such rent was payable without a material adverse effect to the Borrower. (iv) Any material adverse change in the business, operations, or financial affairs of the Borrower. (v) The Borrower's becoming InDefault. (vi) Any intention on the part of the Borrower to discharge the Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d)). (vii) Any litigation except proceedings which, if determined adversely determined, would not either have a Material Adverse Effect or result in liability to Borrower or any Subsidiary in excess of $1,000,000; without limiting the generality of the foregoing, Borrower will give to the BorrowerAgent and each Lender notice of the assertion of any Environmental Claim by any Person against, might or with respect to the activities of, Borrower or any of its Subsidiaries and notice of any alleged violation of or noncompliance with any Environmental Laws of any Governmental Approvals under Environmental Laws other than any Environmental Claim or alleged violation which, if adversely determined, would not have a material adverse effect on the financial condition of the Borrower.Material Adverse Effect; (b6) The the incurrence of any contractual obligation of Borrower shall:or any Subsidiary with respect to any Acquisition if with respect to such Acquisition information would be required to be delivered to Agent and the Lenders pursuant to Section 6.2(b)(iii); and (i7) At the request of the Agent, add the Agent as an addressee on all mailing lists maintained by any material change in accounting policies or for the Borrowerfinancial reporting practices. (ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Agent, when received by the Borrower, with a copy of any management letter or similar communications from any accountant of the Borrower.

Notice to Agent. (a) The Borrower shall provide the Agent with written notice within Three (3) Business Days after promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Borrower's President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer officers. (without regard to ii) The completion of any physical count of the title(s) actually given to Borrower's Inventory (together with a copy of the Persons discharging results thereof certified by the duties customarily discharged by officers with those titlesBorrower's chief financial officer). (iiiii) Any ceasing of the Borrower's making of payment, in the ordinary course, to any of its creditors creditors, on account of obligations aggregating in excess of $180,000.00 (other than its including the ceasing of the making of such payments on account of an immaterial disputea dispute with the subject creditor). (iiiiv) Any failure by the Borrower to pay rent at any of the Borrower's locationslocations which rent in the aggregate exceeds $180,000.00, which failure continues for more than Three Ten (310) days following the last day on which such rent was payable without a material adverse effect to the Borrowerfirst came due. (ivv) Any material adverse change in the business, operations, or financial affairs of the Borrower. (vvi) The Borrower's becoming InDefaultobtaining knowledge of any fact which has, or in the foreseeable future, is likely to have, a material adverse effect on the financial condition of the Borrower or any Guarantor. (vivii) The occurrence of any Suspension Event. (viii) Any intention on the part of the Borrower to discharge the Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d5-1(d)). (viiix) Any litigation which, if determined adversely to the Borrower, might is likely to have a material adverse effect on the financial condition of the Borrower. (b) The Borrower shall: (i) At the request of the Agent, add the Agent as an addressee on all mailing lists maintained by or for the Borrower. (ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Agent, when received by the Borrowerso distributed, with a copy copies of any management letter or similar communications from any accountant materials distributed to the shareholders of the BorrowerBorrower (qua such shareholders).

Notice to Agent. (a) The Lead Borrower shall provide the Agent with written notice within Three (3) Business Days after the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the a Borrower's ’s President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles). (ii) Any ceasing of the any Borrower's ’s making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of an immaterial dispute). (iii) Any failure by the any Borrower to pay rent at any of the such Borrower's ’s locations, which failure continues for more than Three (3) days following the last day on which such rent was payable without a material adverse effect to the BorrowerBorrowers. (iv) Any material adverse change in the business, operations, or financial affairs of the BorrowerBorrowers. (v) The Borrower's Borrowers’ becoming InDefaultIn Default. (vi) Any intention on the part of the Borrower Borrowers to discharge the Borrower's Borrowers’ present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d)). (vii) Any litigation which, if determined adversely to the BorrowerBorrowers, might have a material adverse effect on the financial condition of the BorrowerBorrowers. (viii) The occurrence of any Internal Control Event. (ix) The incurrence of any Indebtedness after the Restatement Effective Date if, after giving effect to such incurrence, the Borrowers shall have additional unsecured Indebtedness in aggregate principal amount exceeding $10,000,000. (x) The receipt of any notices under the Acquisition Agreement. (b) The Borrower Borrowers shall: (i) At the request of the Agent, add the Agent as an addressee on all mailing lists maintained by or for the BorrowerBorrowers. (ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Agent, when received by the BorrowerBorrowers, with a copy of any management letter or similar communications from any accountant of the BorrowerBorrowers.

Notice to Agent. (a) The Borrower shall provide give notice to the Agent with written notice within Three by no later than 12:00 noon (New York time) (i) at least three (3) Business Days after before the occurrence date on which Borrower requests the Banks to advance a Borrowing of any Fixed Rate Loans, or (ii) on the date on which Borrower requests the Banks to advance a Borrowing of Floating Rate Loans. The Loans included in each Borrowing shall bear interest initially at the type of rate specified in such notice of a new Borrowing. Thereafter, Borrower may from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to Section 2.1's minimum amount requirement for each outstanding Borrowing, a portion thereof, as follows: (i) if such Borrowing is of Fixed Rate Loans, on the last day of the following eventsInterest Period applicable thereto, Borrower may continue part or all of such Borrowing as Fixed Rate Loans for an Interest Period or Interest Periods specified by Borrower or convert part or all of such Borrowing into Floating Rate Loans, and (ii) if such Borrowing is of Floating Rate Loans, on any Business Day, Borrower may convert all or part of such Borrowing into Fixed Rate Loans for an Interest Period or Interest Periods specified by Borrower. Borrower shall give all such notices requesting, the advance, continuation, or conversion of a Borrowing to the Agent by telephone or telecopy (which written notice shall be with reasonable particularity as to the facts and circumstances irrevocable once given and, if by telephone, shall be promptly confirmed in respect of which such notice is being given: (i) Any change in the Borrower's President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titleswriting). (ii) Any ceasing . Notices of the Borrower's making continuation of payment, in the ordinary course, to any a Borrowing of its creditors (other than its ceasing of making of such payments on account of Fixed Rate Loans for an immaterial dispute). (iii) Any failure by the Borrower to pay rent at any additional Interest Period or of the Borrower's locations, which failure continues for more conversion of part or all of a Borrowing of Fixed Rate Loans into Floating Rate Loans or of Floating Rate Loans into Fixed Rate Loans must be given by no later than Three 12:00 noon (New York time) at least three (3) days following Business Days before the last day date of the requested continuation or conversion. All such notices concerning the advance, continuation, or conversion of a Borrowing shall be irrevocable once given and shall specify the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount of the requested Borrowing to be advanced, continued, or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Fixed Rate Loans, the Interest Period applicable thereto. Borrower agrees that the Agent may rely on which any such rent was payable telephonic or telecopy notice given by any person it in good faith believes is an authorized representative without a material adverse effect to the Borrower. (iv) Any material adverse change necessity of independent investigation, and in the businessevent any such notice by telephone conflicts with any written confirmation, operations, or financial affairs of the Borrower. (v) The Borrower's becoming InDefault. (vi) Any intention on the part of the Borrower to discharge the Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d)). (vii) Any litigation which, telephonic notice shall govern if determined adversely to the Borrower, might have a material adverse effect on the financial condition of the Borrower. (b) The Borrower shall: (i) At the request of the Agent, add the Agent as an addressee on all mailing lists maintained by or for the Borrower. (ii) At the request of the Agent, from time to has acted in reliance thereon. There may be no more than six different Interest Periods in effect at any one time, provide provided that for purposes of determining the Agent with copies number of Interest Periods in effect at any one time, all advertising (including copies of all print advertising Floating Rate Loans shall be deemed to have one and duplicate tapes of all video and radio advertising)the same Interest Period. (iii) Provide the Agent, when received by the Borrower, with a copy of any management letter or similar communications from any accountant of the Borrower.

Notice to Agent. (a) The Borrower shall provide the Agent with written notice within Three (3) Business Days after promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Borrower's President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles)Authorized Officers. (ii) Any ceasing cessation by the Borrower of its making payment to its creditors generally as the Borrower's making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of an immaterial dispute)’s debts become due. (iii) Any The failure by the Borrower to pay rent at any when due and payable, the failure of the Borrower's locations, which failure continues for more than Three (3) days following in respect of the last day on which such rent was payable without Lease for the Domestic Distribution Center or any Lease in respect of an Eligible Leasehold and the occurrence of a material adverse effect to default or event of default (beyond the Borrowerexpiration of any applicable grace period) in respect of any other Lease. (iv) Any material adverse change in the business, operations, or financial affairs of the BorrowerMaterial Adverse Change. (v) The Borrower's becoming InDefaultoccurrence of a Default or Event of Default. (vi) Any intention on the part of the Borrower to discharge the Borrower's ’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d))capacity. (vii) Any litigation which, if determined adversely to the Borrower, might would reasonably be expected to have a material adverse effect on the financial condition of the BorrowerMaterial Adverse Effect. (b) The Borrower shall: (i) At the request of Provide the Agent, add when so distributed, with copies of any materials distributed to the Agent as an addressee on all mailing lists maintained by or for shareholders of the BorrowerBorrower (qua such shareholders. (ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Agent, when received by the Borrower, with a copy of any management letter or similar material communications from any accountant of the Borrower.

Notice to Agent. (a) The Borrower shall provide the Agent with written notice within Three (3) Business Days after the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Borrower's ’s President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles). (ii) Any ceasing of the Borrower's ’s making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of an immaterial dispute). (iii) Any failure by the Borrower to pay rent at any of the Borrower's ’s locations, which failure continues for more than Three (3) days following the last day on which such rent was payable without a material adverse effect to the Borrower. (iv) Any material adverse change in the business, operations, or financial affairs of the Borrower. (v) The Borrower's ’s becoming InDefaultIn Default. (vi) Any intention on the part of the Borrower to discharge the Borrower's ’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d)). (vii) Any litigation which, if determined adversely to the Borrower, might have a material adverse effect on the financial condition of the Borrower. (viii) The occurrence of any Internal Control Event. (ix) The incurrence of any Indebtedness if, after giving effect to such incurrence, the Borrower shall have unsecured Indebtedness in aggregate principal amount exceeding $10,000,000. (b) The Borrower shall: (i) At the request of the Agent, add the Agent as an addressee on all mailing lists maintained by or for the Borrower. (ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Agent, when received by the Borrower, with a copy of any management letter or similar communications from any accountant of the Borrower.

Notice to Agent. (a) The Borrower shall provide the Agent with written notice within Three (3) Business Days after promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given: (i) Any change in the Borrower's President, Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer (without regard to the title(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles)Authorized Officers. (ii) Any ceasing of the Borrower's making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of an immaterial dispute).Intentionally Deleted (iii) Any failure cessation by the Borrower of its making payment to its creditors generally as the Borrower’s debts become due. (iv) The failure to pay rent at any rent, the failure of the Borrower's locations, which failure continues for more than Three (3) days following the last day on which such rent was payable without a material adverse effect to the Borrower. (iv) Any material adverse change in the business, operations, or financial affairs respect of the BorrowerLease for the Domestic Distribution Center or any Lease in respect of an Eligible Leasehold and the occurrence of a default or event of default in respect of any other Lease. (v) The Borrower's becoming InDefaultAny Material Adverse Change. (vi) The occurrence of a Default or Event of Default. (vii) Any intention on the part of the Borrower to discharge the Borrower's ’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 6.1(d))capacity. (viiviii) Any litigation which, if determined adversely to the Borrower, might would reasonably be expected to have a material adverse effect on the financial condition of the BorrowerMaterial Adverse Effect. (b) The Borrower shall: (i) At the request of Provide the Agent, add when so distributed, with copies of any materials distributed to the Agent as an addressee on all mailing lists maintained by shareholders of the Borrower (qua such shareholders) or for filed with the SEC in respect to Borrower. (ii) At the request of the Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iii) Provide the Agent, when received by the Borrower, with a copy of any management letter or similar material communications from any accountant of the Borrower. (iv) Provide the Agent, promptly after the sending, receiving, or filing thereof, copies of all amendments and notices of default pursuant to any Restructuring Transaction Document and copies of all motions, applications, certificates or reports filed with the Bankruptcy Court pursuant to any Restructuring Transaction Document.