Common use of Prompt Notice to Agent Clause in Contracts

Prompt Notice to Agent. (a) The Borrower shall, and shall cause each Guarantor to, provide the 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 a Loan Party’s executive officers. (ii) The completion of any physical count of a Loan Party’s Inventory (together with a copy of the certified results thereof). (iii) Any ceasing of any Loan Party making payment, in the ordinary course, to a material portion (in amount or number) of its creditors. (iv) Any failure by a Loan Party to pay rent at any of the locations, which failure continues for more than twenty (20) Business Days following the day on which such rent first came due, except for Leases for such locations which have been terminated or abandoned by a Loan Party and except for amounts subject to a good faith dispute. (v) Any material change in the business, operations, or financial affairs of a Loan Party. (vi) The occurrence of any Suspension Event that has not been cured by the Loan Parties or waived by the Agent. (vii) Any decision on the part of a Loan Party to discharge a 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)). (viii) Any litigation which, if determined adversely to a Loan Party, would reasonably be expected to have a material adverse effect on the financial condition of such Loan Party. (ix) The acquisition by a Loan Party of any Commercial Tort Claim. (x) The intention by Borrower to treat the Term Loans and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), by delivering a duly completed copy of IRS Form 8886 or any successor form. (xi) (x) The occurrence of any “Suspension Event” or “Event of Default” under the ABL Credit Agreement or any default or breach under any other Material Contract, (y) any proposed amendment to any of the ABL Loan Documents, the Sourcing Agreement or the Series B Documents, and (z) without waiving the Loan Parties’ obligations hereunder with respect to any such amendments described in the foregoing clause (y), upon the effectiveness of such amendments, the Borrower shall provide Agent with true and complete copies of such amendments. (xii) The occurrence of a default or breach by any Loan Party under any Material Contract. (b) The Borrower shall, and shall cause each Guarantor to, provide the Agent, when received by the Borrower or Guarantor, with a copy of any management letter or similar communications from any accountant of the Borrower or Guarantor.

Prompt Notice to Agent. (a) The Borrower shall, and shall cause each Guarantor to, provide the 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:given (excluding, in each case, (i) [intentionally omitted], (ii) any information publicly disclosed in any document filed with the Bankruptcy Court and (iii) any information filed with and published by the Securities and Exchange Commission): (i) Any change in a Loan Party’s executive officers. (ii) The completion of any physical count of a Loan Party’s Inventory (together with a copy of the certified results thereof). (iii) Any ceasing of The receipt by any Loan Party making paymentof any written notice from any lessor of such lessor’s intention to terminate any Material Lease and any such notices if and when received with respect to more than 30 retail location leases (other than with respect to Permitted Closing Stores once any going out of business sales are completed), in together with a copy of all such written notices of intended termination from the ordinary course, to a material portion (in amount or number) of its creditorslessors thereunder. (iv) Any failure by a Loan Party to pay rent at any of the locations, which failure continues for more than twenty (20) Business Days following the day on which such rent first came due, except for Leases for such locations which have been terminated or abandoned by a Loan Party and except for amounts subject to a good faith dispute. (v) Any material change in the business, operations, or financial affairs of a Loan Party. (vi) The occurrence of any Suspension Event that has not been cured by the Loan Parties or waived by the Agent. (viiv) Any decision on the part of a Loan Party to discharge a 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)). (viii) Any litigation which, if determined adversely to a Loan Party, would reasonably be expected to have a material adverse effect on the financial condition of such Loan Party. (ixvi) The acquisition by a Loan Party of any Commercial Tort Claim. (xvii) The intention by Borrower Any fact, circumstance, and/or event (or set of facts, circumstances and/or events) that could be expected to treat the Term Loans and related transactions as being have a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), by delivering a duly completed copy of IRS Form 8886 or any successor formMaterial Adverse Effect. (xiviii) (x) The occurrence of any “Suspension Event” or “Event of Default” under the ABL Credit Agreement or any default or breach under any other Material Contract, (y) any proposed amendment to any of the ABL Loan Documents, the Sourcing Agreement or the Series B DocumentsMaterial Contract, and (z) without waiving the Loan Parties’ obligations hereunder with respect to any such amendments described in the foregoing clause (y), upon the effectiveness of such amendments, the Borrower shall provide Agent with true and complete copies of such amendments. (xiiix) The occurrence of a default or breach by any Loan Party under any Material ContractSuch additional documents and information as the Agent may reasonably request from time to time. (b) The Borrower shall, and shall cause each Guarantor to, provide the Agent, when received by the Borrower or Guarantor, with a copy of any management letter or similar communications from any accountant of the Borrower or Guarantor. 5-4. [Intentionally Omitted].

Prompt Notice to Agent. (a) The Borrower shall, and shall cause each Guarantor to, provide the 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 a Loan Party’s the Borrower's executive officers. (ii) The completion of any physical count of a Loan Party’s the Borrower's Inventory (together with a copy of the certified results thereof). (iii) Any ceasing of any Loan Party the Borrower's making of payment, in the ordinary course, to a material portion (in amount or number) of its creditors. (iv) Any failure by a Loan Party the Borrower to pay rent at any of the Borrower's locations, which failure continues for more than twenty (20) Business Days following the day on which such rent first came due, except for Leases for such locations which have been terminated or abandoned by a Loan Party and except for amounts subject to a good faith disputethe Borrower. (v) Any material change in the business, operations, or financial affairs of a Loan Partythe Borrower. (vi) The occurrence of any Suspension Event Event, that has not been cured by the Loan Parties Borrower or waived by the AgentAgent and the Lenders. (vii) Any decision on the part of a Loan Party the Borrower to discharge a Loan Party’s 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 5-1(d)). (viii) Any litigation which, if determined adversely to a Loan Partythe Borrower, would reasonably be expected to have a material adverse effect on the financial condition of such Loan Party. (ix) The acquisition by a Loan Party of any Commercial Tort Claim. (x) The intention by Borrower to treat the Term Loans and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), by delivering a duly completed copy of IRS Form 8886 or any successor form. (xi) (x) The occurrence of any “Suspension Event” or “Event of Default” under the ABL Credit Agreement or any default or breach under any other Material Contract, (y) any proposed amendment to any of the ABL Loan Documents, the Sourcing Agreement or the Series B Documents, and (z) without waiving the Loan Parties’ obligations hereunder with respect to any such amendments described in the foregoing clause (y), upon the effectiveness of such amendments, the Borrower shall provide Agent with true and complete copies of such amendments. (xii) The occurrence of a default or breach by any Loan Party under any Material ContractBorrower. (b) The Borrower shall, and shall cause each Guarantor to, provide the Agent, when received by the Borrower or GuarantorBorrower, with a copy of any management letter or similar communications from any accountant of the Borrower or GuarantorBorrower.