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. (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 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 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 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 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 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.

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).