Common use of Immediate Notice to Agent Clause in Contracts

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice 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 Authorized Officers. (ii) The completion of any physical count of all or a material portion of the Obligor’s Inventory (together with a copy of the results thereof certified by the Lead Borrower). (iii) Any cessation by the Obligors of their making payment to its creditors generally as the Obligors’ debts become due. (iv) Any failure by the Obligors to pay rent at any forty or more of the Borrowers’ locations, which failure continues for more than Ten (10) days following the last day on which such rent was payable. (v) Any material adverse change in the business, operations, or financial affairs of the Obligors. (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision on the part of any Obligor to discharge the Obligors’ present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity. (viii) Any litigation which, if determined adversely to the Obligors, could be reasonably expected to have a Material Adverse Effect. (ix) Any violation of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental Authority. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders). (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.

Immediate Notice to Agent. (a) The Lead Each Borrower shall provide the Administrative Agent and Collateral Agent with written notice 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 such Borrower's President, chief executive officer, chief operating officer, and chief financial officer (without regard to the Authorized Officerstitle(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles). (ii) The completion Any ceasing of such Borrower's making of payment, in the ordinary course, to any physical count of all or a material portion its creditors (other than its ceasing of the Obligor’s Inventory (together with a copy making of the results thereof certified by the Lead Borrowersuch payments on account of an immaterial dispute). (iii) Any cessation by the Obligors of their making payment to its creditors generally as the Obligors’ debts become due. (iv) Any failure by the Obligors such Borrower to pay rent at any forty or more of the Borrowers’ such Borrower's locations, which failure continues for more than Ten Three (103) days following the last day on which such rent was payablepayable without a material adverse effect to such Borrower. (viv) Any material adverse change in the business, operations, or financial affairs of the Obligorssuch Borrower. (v) Any Borrower's becoming InDefault. (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision intention on the part of any Obligor the Borrowers to discharge the Obligors’ Borrowers' present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, see Subsection 5.1(d)). (viiivii) Any litigation which, if determined adversely to the Obligorssuch Borrower, could be reasonably expected to might have a Material Adverse Effect. (ix) Any violation material adverse effect on the financial condition of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental AuthorityBorrower. (b) The Lead Each Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor such Borrower (qua such shareholders). (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligorssuch Borrower, with a copy of any management letter or similar communications from any accountant of the Obligorssuch Borrower.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly upon the occurrence of any of the following events, which written notice shall be state with reasonable particularity as to the facts and circumstances in respect of the event for which such notice is being given: (i) Any change in new Person whom the Borrower wishes to be an "Authorized Officers.Person" hereunder; (ii) The completion of any physical count of all or a material portion of the Obligor’s Borrower's Inventory (together with a copy of the results thereof certified by the Lead Borrower).; (iii) Any cessation by the Obligors Borrower of their its making payment to its creditors generally as the Obligors’ Borrower's debts become due.; (iv) Any failure by the Obligors Borrower to pay rent at any forty or more of the Borrowers’ Borrower's locations, which failure continues for more than Ten (10) 3 days following the last day on which such rent was payable.payable without more than a minimal adverse effect on Borrower; (v) Any material adverse change Material Adverse Change in the business, operations, or financial affairs of the Obligors.Borrower; (vi) The existence occurrence of any Suspension Event Default or Event of Default.; (vii) Any decision intention on the part of any Obligor the Borrower to discharge the Obligors’ Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity.; (viii) Any litigation which, if determined adversely to the ObligorsBorrower, could reasonably be reasonably expected to have cause a Material Adverse Effect.Change or which involves amounts in controversy in excess of $250,000; or (ix) Any violation The termination of any Environmental Law that Franchise Agreement or Franchise Agreements where such termination could individually or in the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental aggregate reasonably be expected to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including cause a notice from any agency of potential environmental liability, of any Governmental AuthorityMaterial Adverse Change. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders).Add Agent as an addressee on all mailing lists maintained by or for Borrower; (ii) At the reasonable request of the Administrative 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).; and (iii) Provide the Administrative Agent, when received by the ObligorsBorrower, with a copy of any management letter or similar communications from any accountant of the ObligorsBorrower.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly immediately 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 Authorized OfficersBorrower's Chief Executive Officer, President, Treasurer, or Chief Accounting Officer. (ii) The completion of any physical count of all or a material portion of the Obligor’s Borrower's Inventory (together with a copy of the certified results thereof certified by the Lead Borrowerthereof). (iii) Any cessation by ceasing of the Obligors Borrower's making of their making payment payment, in the ordinary course, to any of its creditors generally as (excluding the Obligors’ debts become dueceasing of the making of such payments on account of a good faith dispute with the subject creditor). (iv) Any failure by the Obligors Borrower to pay rent at any forty or more of the Borrowers’ Borrower's locations, which failure continues for more than Ten Three (103) days following the last day on which such rent was payablefirst came due. (v) Any material adverse change in the business, operations, or financial affairs of the ObligorsBorrower. (vi) The existence occurrence of any Suspension Event or Event of DefaultEvent. (vii) Any decision intention on the part of any Obligor the Borrower to discharge the Obligors’ Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, see Subsection 5-1(d)). (viii) Any litigation which, if determined adversely to the ObligorsBorrower, could be reasonably expected to might have a Material Adverse Effectmaterial adverse effect on the financial condition of the Borrower. (ix) Any violation of any Environmental Law that delay in the Obligors Borrower's meeting the timetable for its operations becoming Year 2000 Compliant as described on EXHIBIT 4-5 or any of their Subsidiaries reports in writing maintaining such operations as Year 2000 Compliant, except where such delay or is reportable by such Person in writing (or for which any written report supplemental failure to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including so maintain will have no more than a notice from any agency of potential environmental liability, of any Governmental Authorityde minimus effect on the Borrower's operations. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor the Borrower (qua such shareholders). (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly immediately 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 Authorized OfficersBorrower's officers, directors, or key employees. (ii) The completion of any physical count of all or a material portion of the Obligor’s Borrower's Inventory (together with a copy of the certified results thereof certified by the Lead Borrowerthereof). (iii) Any cessation by failure of the Obligors of their making Borrower to make payment to any of its creditors generally as prior to such amount's becoming more than thirty days (30) past customary payment dates of such creditor (other than the Obligors’ debts become duefailure to make such payment on account of a bona fide good faith dispute with the subject creditor). (iv) Any failure by the Obligors Borrower to pay rent at any forty or more of the Borrowers’ Borrower's locations, which failure continues for more than Ten Fifteen (1015) days following the last day on which such rent was payablefirst came due. (v) Any material adverse change in the business, operations, or financial affairs of the ObligorsBorrower. (vi) The existence occurrence of any Suspension Event or Event of DefaultEvent. (vii) Any decision intention on the part of any Obligor the Borrower to discharge the Obligors’ Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, see Subsection 5-1(d)). (viii) Any litigation which, if determined adversely to the ObligorsBorrower, could be is reasonably expected likely to have a Material Adverse Effect. (ix) Any violation material adverse effect on the financial condition of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental AuthorityBorrower. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor the Borrower (qua such shareholders). (ii) Provide the Agent, (A) when filed, copies of all filings by the Parent with the SEC; and (B) when received by the Parent, all correspondence from the SEC. (iii) Add the Agent as an addressee on all mailing lists maintained by or for the Borrower. (iv) At the reasonable request of the Administrative 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). (iiiv) Provide the Administrative Agent, when received by the ObligorsBorrower, with a copy of any management letter or similar communications from any accountant of the ObligorsBorrower.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice 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 Authorized OfficersBorrower's President and chief financial officer. (ii) The completion of any physical count of all or a material portion Any ceasing of the Obligor’s Inventory Borrower's making of payment, in the ordinary course, to any of its creditors (together with other than its ceasing of making of such payments on account of a copy of the results thereof certified by the Lead Borrowerde minimis dispute). (iii) Any cessation by the Obligors of their making payment to its creditors generally as the Obligors’ debts become due. (iv) Any failure by the Obligors Borrower to pay rent at any forty or more of the Borrowers’ Borrower's locations, which failure continues for more than Ten Three (103) days following the last day on which such rent was payablepayable (including any grace periods therefor) without more than a de minimis adverse effect to the Borrower. (viv) Any material adverse change in the business, operations, or financial affairs of the ObligorsBorrower. (v) The Borrower's becoming In Default. (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision intention on the part of any Obligor the Borrower to discharge the Obligors’ Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, see Subsection ). (viiivii) Any litigation which, if determined adversely to the ObligorsBorrower, could be reasonably expected to might have a Material Adverse Effect. (ix) Any violation material adverse effect on the financial condition of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental AuthorityBorrower. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor the Borrower (qua such shareholders). (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.

Immediate Notice to Agent. (a) The Lead Administrative Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly upon the occurrence of any of the following events, which written notice shall be state with reasonable particularity as to the facts and circumstances in respect of the event for which such notice is being given: (i) Any change in the Authorized Officers.Persons; (ii) The completion of any physical count of all or a material portion of the Obligor’s Inventory (together with a copy of the results thereof certified by the Lead Borrower). (iii) Any cessation by the Obligors Borrowers of their making payment to its creditors generally as the Obligors’ Borrowers' debts become due.; (iviii) Any failure by the Obligors Borrowers to pay rent at any forty or more of the Borrowers’ ' locations, which failure continues for more than Ten (10) 3 days following the last day on which such rent was payable.payable without more than a minimal adverse effect on Borrowers; (viv) Any material adverse change in the business, operations, or financial affairs of the Obligors.Borrowers; (v) The occurrence of any Default or Event of Default; (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision intention on the part of any Obligor Borrower to discharge the Obligors’ Borrowers' present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity.; or (viiivii) Any litigation which, if determined adversely to the ObligorsBorrowers, could be reasonably expected to might have a Material Adverse Effect. (ix) Any violation material adverse effect on the financial condition of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental AuthorityBorrowers. (b) The Lead Administrative Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders).Borrower; (ii) Add Agent as an addressee on all mailing lists maintained by or for Borrowers; (iii) At the reasonable request of the Administrative 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).; and (iiiiv) Provide the Administrative Agent, when received by the ObligorsBorrowers, with a copy of any management letter or similar communications from any accountant of the ObligorsBorrowers.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly immediately 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 Authorized Borrower's Senior Officers. (ii) The completion of any physical count of all or a material portion of the Obligor’s Borrower's Inventory (together with a copy of the certified results thereof certified by the Lead Borrowerthereof, if any). (iii) Any cessation by ceasing of the Obligors Borrower's making of their making payment payment, in the ordinary course, to any of its creditors generally as which could reasonably be expected to have a Material Adverse Effect (excluding the Obligors’ debts become dueceasing of the making of such payments on account of a dispute with the subject creditor). (iv) Any failure by the Obligors Borrower to pay rent at any forty or more of the Borrowers’ Borrower's locations, which failure continues for more than Ten beyond Twenty-five (1025) days following after the last day on which such rent was payableexpiration of any applicable grace period under the subject lease. (v) Any material adverse change in the business, operations, or financial affairs of the ObligorsBorrower. (vi) The existence occurrence of any Suspension Event or Event of Defaultwhich a Senior Officer of the Borrower obtains knowledge. (vii) Any decision intention on the part of any Obligor the Borrower to discharge the Obligors’ Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity. (viii) Any litigation which, if determined adversely to the ObligorsBorrower, could be reasonably expected to might have a Material Adverse Effectmaterial adverse effect on the financial condition of the Borrower. (ix) Any violation The receipt of Net Proceeds from the sale, by the Borrower, or by any Subsidiary of the Borrower, of its assets (other than sales of Inventory in the ordinary course, sales of fixed assets in connection with the closing of stores permitted hereunder, dispositions of worn out, damaged, or obsolete Equipment, and the Net Proceeds of any Environmental Law that sale of the Obligors Distribution Facility). (x) The occurrence of any event or circumstance which: constitutes an event of default under the New Notes; constitutes the acceleration of the New Notes; requires any mandatory prepayment of all or any part of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, the principal of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental Authoritythe New Notes. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders). (ii) At the reasonable request of the Administrative 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). (iiiii) Provide the Administrative Agent, when received by the ObligorsBorrower, with a copy of any management letter or similar communications from any accountant of the ObligorsBorrower. (iii) Provide the Agent with a Certificate (which Certificate shall include reasonable particularity as to the facts and circumstances in respect of which such Certificate is being so furnished), signed by the Borrower's Controller or Chief Financial Officer, at the earlier of (A) the reinvestment in the Borrower's operations of Net Proceeds, notice of the receipt of which Net Proceeds was provided pursuant to Section 53(a)(ix) or (B) the failure by the Borrower to have so reinvested such Net Proceeds within Two Hundred Ten (210) days following receipt of such Net Proceeds. (iv) Provide the Agent, when received by the Borrower, of any notice of the occurrence of any claimed event of default under the New Notes; purporting to accelerate the New Notes; or claiming that any mandatory prepayment of all or any part of the principal of the New Notes is, or will be due.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly immediately 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 Authorized Officersany of Parent's executive officers. (ii) The completion of any physical count of all or a material portion of the any Obligor’s 's Inventory (together with a copy of the certified results thereof certified by the Lead Borrowerthereof). (iii) Any cessation by ceasing of any Obligor's making of payment, other than in the Obligors ordinary course, to any of their making payment to its creditors generally as the Obligors’ debts become duecreditors. (iv) Any Other than in connection with a good faith dispute, any failure by the Obligors any Obligor to pay rent at any forty or more of the Borrowers’ such Obligor's locations, which failure continues for more than Ten Three (103) days following the last day on which such rent was payablefirst came due. (v) Any material adverse change in the business, operations, or financial affairs of the Obligorsany Obligor. (vi) The existence occurrence of any Suspension Event or Event of DefaultEvent. (vii) Any decision intention on the part of any Obligor to discharge the Obligors’ such Obligor's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, see Subsection 5-1(d)). (viii) Any litigation which, if determined adversely to the Obligorsan Obligor, could reasonably be reasonably expected to have a Material Adverse Effectmaterial adverse effect on the consolidated financial condition of the Parent and its Subsidiaries. (ix) Any violation The occurrence of any Environmental Law that the Obligors event or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental circumstance with respect to any oral report is made) Employee Benefit Plan or CAN Plan which could reasonably be expected to have a material adverse effect with respect to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental AuthorityBorrower. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor the Parent (qua QUA such shareholders). (ii) Contemporaneously with the filing thereof, copies of all material of a financial nature filed with the Securities and Exchange Commission, including, without limitation, Form 10Q and 10K. (iii) Add the Agent as an addressee on all mailing lists maintained by or for any Obligor. (iv) At the reasonable request of the Administrative 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). (iiiv) Provide the Administrative Agent, when received by the Obligorsany Obligor, with a copy of any management letter or similar communications from any accountant of the Obligorssuch Obligor.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice 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 any Loan Party's president, chief executive officer, chief operating officer, and chief financial officer (without regard to the Authorized Officerstitle(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles). (ii) Any ceasing of any Loan Party's making of payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments which could not be reasonably expected to have a Material Adverse Effect). (iii) Any failure by any Loan Party to pay rent at any of that Loan Party's locations, which failure continues for more than three (3) days following the expiration of any applicable grace period and which could reasonably be expected to have a Material Adverse Effect. (iv) Any Material Adverse Change. (v) The occurrence of any Default or Event of Default. (vi) Any intention on the part of any Loan Party to discharge that Loan Party's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 5.1(d)). (vii) Any litigation which, if determined adversely to any Loan Party, could reasonably be expected to have a Material Adverse Effect. (viii) The completion of any physical count of all or a material portion of the Obligor’s Loan Parties' Inventory (together with a copy of the results thereof certified by the Lead Borrower). (iii) Any cessation by the Obligors of their making payment to its creditors generally as the Obligors’ debts become due. (iv) Any failure by the Obligors to pay rent at any forty or more of the Borrowers’ locations, which failure continues for more than Ten (10) days following the last day on which such rent was payable. (v) Any material adverse change in the business, operations, or financial affairs of the Obligors. (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision on the part of any Obligor to discharge the Obligors’ present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity. (viii) Any litigation which, if determined adversely to the Obligors, could be reasonably expected to have a Material Adverse Effect. (ix) Any violation of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental Authority. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders)the Lead Borrower. (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.

Immediate Notice to Agent. (a) The Lead Each Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly upon actual knowledge of the occurrence of any of the following events, which written notice shall be state with reasonable particularity as to the facts and circumstances in respect of the event for which such notice is being given: (i) Any change in the Authorized Officers.Persons; (ii) The completion of any physical count of all or a material portion of the Obligor’s Inventory (together with a copy of the results thereof certified by the Lead Borrower). (iii) Any cessation by the Obligors such Borrower of their its making payment to its creditors generally as the Obligors’ such Borrower’s debts become due.; (iviii) Any failure by the Obligors Borrowers to pay rent at any forty or more of the Borrowers’ locations, which failure continues for more than Ten five (105) days Business Days following the last day on which such rent was payable.payable without more than a minimal adverse effect on the Borrowers; (viv) Any material adverse change Material Adverse Change in the business, operations, or financial affairs of the Obligors.any Borrower; (v) The occurrence of any Default or Event of Default; (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision intention on the part of any Obligor Borrower to discharge the Obligors’ such Borrower’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity.; (vii) Any determination by Borrowers to import an amount of its Inventory in excess of $500,000 in any Fiscal year; (viii) Any litigation which, if determined adversely to the Obligors, which could reasonably be reasonably expected to have result in a Material Adverse Effect.Change; (ix) Any violation determination by Parent or a Borrower, as applicable, to amend, or agree to amend, the terms of Parent Debentures, the Parent Note Purchase Documents, the Indenture or to enter into or amend any other agreement evidencing any Indebtedness of Parent or a Borrower; (x) The occurrence of any Environmental Law that default or event of default under the Obligors Parent Debentures, the Parent Note Purchase Documents, the Indenture or any other agreement evidencing any Indebtedness of their Subsidiaries reports in writing Parent or is reportable by such Person in writing a Borrower; and (xi) Any amendments or for which any written report supplemental to any oral report is madewaivers (with copies thereof) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental Authority. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders). (ii) At the reasonable request of the Administrative Agentdocuments governing or evidencing the Parent Debentures, from time to timethe Parent Note Purchase Documents, provide the Agent with copies Indenture or any other agreement evidencing any Indebtedness of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising)Parent or a Borrower. (iii) Provide the Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice 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 Authorized Officers. (ii) The completion of any physical count of all or a material portion of the Obligor’s Borrower's Inventory (together with a copy of the results thereof certified by the Lead Borrower). (iii) Any cessation by the Obligors Borrowers of their making payment to its creditors generally as the Obligors’ Borrowers' debts become due. (iv) Any failure by the Obligors Borrowers to pay rent at any forty or more of the Borrowers’ ' locations, which failure continues for more than Ten Three (103) days following the last day on which such rent was payablepayable without more than a de minimus adverse effect to the Borrowers. (v) Any material adverse change in the business, operations, or financial affairs of the ObligorsBorrowers. (vi) The existence occurrence of any Suspension Event or Event of DefaultEvent. (vii) Any decision intention on the part of any Obligor Borrower to discharge the Obligors’ Borrowers' present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity. (viii) Any litigation which, if determined adversely to the ObligorsBorrowers, could be reasonably expected to might have a Material Adverse Effect. (ix) Any violation material adverse effect on the financial condition of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental AuthorityBorrowers. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua Borrower(qua such shareholders). (ii) Add the Agent as an addressee on all mailing lists maintained by or for the Borrowers. (iii) At the reasonable request of the Administrative 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). (iiiiv) Provide the Administrative Agent, when received by the ObligorsBorrowers, with a copy of any management letter or similar communications from any accountant of the ObligorsBorrowers.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly upon 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 Authorized OfficersParent's Chief Executive Officer or Chief Financial Officer. (ii) The completion of any physical count of all or a material portion of the Obligor’s Borrowers' Inventory (together with a copy of the certified results thereof certified by the Lead Borrowerthereof). (iii) Any cessation by ceasing of the Obligors Borrowers' making of their making payment to its creditors generally as the Obligors’ Borrowers' debts become due. (iv) Any failure by the Obligors Borrowers to pay rent at any forty or more of the Borrowers’ ' locations, which failure continues for more than Ten Three (103) days following after any grace period and notice of rent default, to the last day on which such rent was payableextent applicable under any subject lease, has been received by Borrower. (v) Any material adverse change Material Adverse Change in the business, operations, or financial affairs of the ObligorsBorrowers. (vi) The existence receipt of any Suspension Event notice by or Event on behalf of DefaultKMart under the KMart Agreement (together with a copy of such notice). (vii) The occurrence of any KMart Default (with reasonable detail as to the facts and circumstances of such occurrence). (viii) The occurrence of any Suspension Event. (ix) Any decision intention on the part of any Obligor the Parent to discharge the Obligors’ Parent's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, SEE Subsection 5-1(d)). (viiix) Any litigation which, if determined adversely to the ObligorsBorrowers, could would reasonably be reasonably expected to have a Material Adverse Effect. (ixxi) The occurrence of an event or circumstance with respect to any Employee Benefit Plan which would reasonably be expected to have Material Adverse Effect. (xii) Any violation of any Environmental Law that delay in the Obligors Borrowers' meeting the timetable for its operations becoming Year 2000 Compliant as described on EXHIBIT 4-5 or any of their Subsidiaries reports in writing maintaining such operations as Year 2000 Compliant, except where such delay or is reportable by such Person in writing (or for which any written report supplemental failure to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including so maintain would not have a notice from any agency of potential environmental liability, of any Governmental AuthorityMaterial Adverse Effect. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor the Parent (qua QUA such shareholders). (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice 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 any Borrower's President, chief executive officer, chief operating officer, and chief financial officer (without regard to the Authorized Officerstitle(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles). (ii) The completion Any ceasing of any physical count Borrower's making of all or payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of a material portion of dispute in the Obligor’s Inventory (together with a copy of the results thereof certified by the Lead Borrowerordinary course). (iii) Any cessation by the Obligors of their making payment to its creditors generally as the Obligors’ debts become due. (iv) Any failure by the Obligors any Borrower to pay rent at any forty or more of the Borrowers’ that Borrower's locations, which failure continues for more than Ten Three (103) days following the last day on which such rent was payablepayable without more than a de minimis adverse effect to that Borrower. (viv) Any material adverse change in the business, operations, or financial affairs of the Obligorsany Borrower. (v) Any Borrower's becoming in Default. (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision intention on the part of any Obligor Borrower to discharge the Obligors’ that Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, see Subsection 5:5-1(d)). (viiivii) Any litigation which, if determined adversely to the Obligorsany Borrower, could be reasonably expected to might have a Material Adverse Effect. (ix) Any violation material adverse effect on the financial condition of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental AuthorityBorrower. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor the Lead Borrower (qua such shareholders). (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice 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: (ia) Any change in any Borrower's President, chief executive officer, chief operating officer, and chief financial officer (without regard to the Authorized Officers. (iititle(s) The completion of any physical count of all or a material portion of actually given to the Obligor’s Inventory (together Persons discharging the duties customarily discharged by officers with a copy of the results thereof certified by the Lead Borrowerthose titles). (iiib) Any cessation by ceasing of any Borrower's making of payment, in the Obligors ordinary course, to any of their making payment to its creditors generally as the Obligors’ debts become due(other than its ceasing of making of such payments on account of a de minimis dispute). (ivc) Any failure by the Obligors any Borrower to pay rent at any forty or more of the Borrowers’ that Borrower's locations, which failure continues for more than Ten Twenty-one (1021) days following the last day on which such rent was payablepayable without more than a de minimis adverse effect to that Borrower. (vd) Any material adverse change Material Adverse Change in the business, operations, or financial affairs of the Obligorsany Borrower. (vie) The existence of any Suspension Event or Event of Any Borrower's becoming In Default. (viif) Any decision intention on the part of any Obligor Borrower to discharge the Obligors’ that Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, see Subsection 5.1(d)). (viiig) Any litigation which, if determined adversely to the Obligorsany Borrower, could be reasonably expected to might have a Material Adverse Effectmaterial adverse effect on the financial condition of that Borrower. (ix) Any violation of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental Authority. (b) The Lead Borrower shall: (i) Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders). (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.

Immediate Notice to Agent. (a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice 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 any Borrower's President, chief executive officer, chief operating officer, and chief financial officer (without regard to the Authorized Officerstitle(s) actually given to the Persons discharging the duties customarily discharged by officers with those titles). (ii) The completion Any ceasing of any physical count Borrower's making of all or payment, in the ordinary course, to any of its creditors (other than its ceasing of making of such payments on account of a material portion of the Obligor’s Inventory (together with a copy of the results thereof certified by the Lead Borrowerde minimis dispute). (iii) Any cessation by the Obligors of their making payment to its creditors generally as the Obligors’ debts become due. (iv) Any failure by the Obligors any Borrower to pay rent at any forty or more of the Borrowers’ that Borrower's locations, which failure continues for more than Ten Three (103) days following the last day on which such rent was payablepayable without more than a de minimis adverse effect to that Borrower. (iv) Any Material Adverse Change. (v) Any material adverse change in the business, operations, or financial affairs of the ObligorsBorrower's becoming In Default. (vi) The existence of any Suspension Event or Event of Default. (vii) Any decision intention on the part of any Obligor Borrower to discharge the Obligors’ that Borrower's present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacitycapacity (as to which, see Subsection 5.1(d)). (viiivii) Any litigation which, if determined adversely to the Obligorsa Borrower, could be is reasonably expected likely to have a Material Adverse Effect. (ix) Any violation material adverse effect on the financial condition of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential environmental liability, of any Governmental AuthorityBorrower. (b) The Lead Borrower shall: (i) Provide Add the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders)Agent as an addressee on all mailing lists maintained by or for each Borrower. (ii) At the reasonable request of the Administrative 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 Administrative Agent, when received by the Obligorsany Borrower, with a copy of any management letter or similar communications from any accountant of the Obligorsany Borrower.