Common use of Notice to Lender Clause in Contracts

Notice to Lender. A Borrower shall give the Lender written notice with respect to any borrowing it intends to make under the Revolving Credit, and each such notice shall include the date of such borrowing and the principal amount thereof. Each such notice shall be in the form of Schedule 1.3(a) attached hereto and shall be given on a Business Day and must be received by the Lender prior to 2:30 p.m. Chicago time on the date any requested Loan is to be made. The proceeds of each Loan shall be made available to the Borrower requesting such Loan by being deposited in that Borrower’s account with the Lender or to such other account as such Borrower may direct in writing at the time a Loan is requested as provided in this Section 1.3; provided, however, that if prior to the time the Lender has disbursed the proceeds of such Loan an Event of Default or Potential Event of Default shall have occurred and be continuing, the Lender shall not be required to disburse such Loan. Anything to the contrary in this Agreement notwithstanding, the Lender may rely solely upon a written request it reasonably believes is made on behalf of an authorized representative of the relevant Borrower in making Loans hereunder. Each Borrower agrees to indemnify and hold the Lender harmless for any commercially reasonable action taken, including, without limitation, the making of Loans to such Borrower hereunder, or loss or expense incurred, by the Lender in good faith reliance upon such written request it reasonably believes is made by an authorized representative of such Borrower for a Loan; provided that such Borrower shall not be liable for any such action, loss or expense to the extent the same shall result directly from the gross negligence or willful misconduct of the Lender.

Notice to Lender. A Borrower shall give the Lender written notice with respect to any borrowing it intends to make under the Revolving Credit, and each such notice shall include the date of such borrowing and the principal amount thereof. Each such notice shall be in the form of Schedule 1.3(a) attached hereto and shall be given on a Business Day and must be received by the Lender prior to 2:30 3:00 p.m. Chicago time on the date any requested Loan is to be made. The proceeds of each Loan shall be made available to the Borrower requesting such Loan by being deposited in that Borrower’s 's account with the Lender or to such other account as such Borrower may direct in writing at the time a Loan is requested as provided in this Section 1.3; provided, however, that if prior to the time the Lender has disbursed the proceeds of such Loan an Event of Default or Potential Event of Default shall have occurred and be continuing, the Lender shall not be required to disburse such Loan. Anything to the contrary in this Agreement notwithstanding, the Lender may rely solely upon a written request it reasonably believes is made on behalf of an authorized representative of the relevant Borrower in making Loans hereunder. Each Borrower agrees to indemnify and hold the Lender harmless for any commercially reasonable action taken, including, without limitation, the making of Loans to such Borrower hereunder, or loss or expense incurred, by the Lender in good faith reliance upon such written request it reasonably believes is made by an authorized representative of such Borrower for a Loan; provided that such Borrower shall not be liable for any such action, loss or expense to the extent the same shall result directly from the gross negligence or willful misconduct of the Lender.

Notice to Lender. A (a) The Borrower shall give prompt written notice to the Lender written notice with respect of any fact known to the Borrower which would prohibit the making of any borrowing it intends payment of monies to make under the Revolving Credit, and each such notice shall include the date of such borrowing and the principal amount thereof. Each such notice shall be in the form of Schedule 1.3(a) attached hereto and shall be given on a Business Day and must be received or by the Lender prior to 2:30 p.m. Chicago time on in respect of the date any requested Term Loan is to be made. The proceeds of each Loan shall be made available pursuant to the Borrower requesting such Loan by being deposited in that Borrower’s account with provisions of this Article IX. Notwithstanding the Lender provisions of this Article IX or to such any other account as such Borrower may direct in writing at the time a Loan is requested as provided in provision of this Section 1.3; provided, however, that if prior to the time the Lender has disbursed the proceeds of such Loan an Event of Default or Potential Event of Default shall have occurred and be continuingAgreement, the Lender shall not be required charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to disburse such Loan. Anything or by the Lender in respect of the Term Loan pursuant to the contrary in provisions of this Agreement notwithstandingArticle IX, unless and until the Lender shall have received written notice thereof from the Borrower or a Senior Secured Agent or a Senior Secured Lender; and before the receipt of any such written notice, the Lender shall be entitled in all respects to assume that no such facts exist; provided that if on a date not less than one Business Day prior to the date upon which by the terms hereof any such monies may rely solely upon a written request it reasonably believes is made on behalf of an authorized representative of the relevant Borrower in making Loans hereunder. Each Borrower agrees to indemnify and hold the Lender harmless become payable for any commercially reasonable action taken, purpose (including, without limitation, the making payment of Loans the principal of or interest on the Term Loan) the Lender shall not have received, with respect to such Borrower hereundermonies, or loss or expense incurredthe notice provided for in this Section 9.04, by then, anything herein contained to the contrary notwithstanding, the Lender shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. (b) The Lender shall be entitled to rely on the delivery to it of a written notice by a Senior Secured Agent or a Senior Secured Lender to establish that such notice has been given by a Senior Secured Agent or a Senior Secured Lender. In the event that the Lender determines in good faith reliance upon that further evidence is required with respect to the right of any Person as a Senior Secured Lender to participate in any payment or distribution pursuant to this Article IX, the Lender may request such written request it reasonably believes Person to furnish evidence to the reasonable satisfaction of the Lender as to the amount of Existing Senior Indebtedness held by such Person, the extent to which such Person is made by an authorized representative entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Borrower for a Loan; provided that Person under this Article IX and if such Borrower shall evidence is not be liable for furnished the Lender may defer any payment to such action, loss or expense Person pending judicial determination as to the extent the same shall result directly from the gross negligence or willful misconduct right of the Lendersuch Person to receive such payment.

Notice to Lender. A (a) The Borrower shall give provide the Lender 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 to any borrowing it intends to make under the Revolving Credit, and each of which such notice is being given: (i) Any change in the Authorized Officers. (ii) Any cessation by the Borrower of its making payment to its creditors generally as the Borrower’s debts become due. (iii) The failure to pay rent when due and payable, the failure of which continues for more than Thirty (30) days, in respect of the Lease for the Domestic Distribution Center and the occurrence of a default or event of default (beyond the expiration of any applicable grace period) in respect of any other Lease which would reasonably be expected to have a Material Adverse Effect. (iv) Any Material Adverse Change. (v) The occurrence of a Default. (vi) Any intention on the part of the Obligors to discharge the Obligors’ present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity. (b) The Borrower shall include provide the Lender with prompt written notice of any change in the state of incorporation, the organizational or legal name or number of any Obligor (but in no event later than 10 days following such change), which notice shall be deemed to update EXHIBIT 4.1 as of the date of such borrowing change. (c) The Borrower shall provide the Lender with prompt written notice of any entity becoming or ceasing to be a Subsidiary, provided, that in the former case, such notice shall set forth the entity’s (i) form of legal entity; (ii) number of shares of capital stock issued; (iii) number of shares of capital stock owned by any of the Obligors; (iv) jurisdiction of incorporation; and the principal amount thereof. Each (v) whether such entity qualifies as an Exempt Subsidiary, and such notice shall be deemed to update EXHIBIT 4.1 as of the date of such notice. (d) Borrower shall promptly provide Lender with written notice of any change in the form of Schedule 1.3(a) attached hereto and Borrower’s Headquarters or those locations which are listed on EXHIBIT 4.5(a), which notice shall be given on deemed to update EXHIBIT 4.5(a) as of the date of such notice. (e) Borrower shall promptly provide Lender with written notice of any third party having possession, custody or control of Collateral that is tangible personal property of the Obligors with a Business Day value in excess of $500,000 within the scope of paragraphs (i), (ii), (iv) and must (v) of Section 4.5(b) after the date of this Agreement, which notice shall be deemed to update EXHIBIT 4.5(b) as of the date of such notice (f) The Borrower shall provide the Lender with prompt written notice of any litigation which, if determined adversely to the Obligors, would reasonably be expected to have a Material Adverse Effect, which notice shall be deemed to update EXHIBIT 4.16 as of the date of such notice. (g) The Borrower shall: (i) Provide the Lender, when so distributed, with copies of any materials distributed to the shareholders of Parent (qua such shareholders). (ii) Provide the Lender, when received by the Lender prior to 2:30 p.m. Chicago time on the date Borrower, with a copy of any requested Loan is to be made. The proceeds management letter or similar material communications from any accountant of each Loan shall be made available to the Borrower requesting such Loan by being deposited in that Borrower’s account with the Lender or to such other account as such Borrower may direct in writing at the time a Loan is requested as provided in this Section 1.3; provided, however, that if prior to the time the Lender has disbursed the proceeds of such Loan an Event of Default or Potential Event of Default shall have occurred and be continuing, the Lender shall not be required to disburse such Loan. Anything to the contrary in this Agreement notwithstanding, the Lender may rely solely upon a written request it reasonably believes is made on behalf of an authorized representative of the relevant Borrower in making Loans hereunder. Each Borrower agrees to indemnify and hold the Lender harmless for any commercially reasonable action taken, including, without limitation, the making of Loans to such Borrower hereunder, or loss or expense incurred, by the Lender in good faith reliance upon such written request it reasonably believes is made by an authorized representative of such Borrower for a Loan; provided that such Borrower shall not be liable for any such action, loss or expense to the extent the same shall result directly from the gross negligence or willful misconduct of the LenderParent.

Notice to Lender. A Borrower shall give Provided Lender and SAMP have provided the Lender City with written notice of the name and address of the Lender, then in the event SAMP shall be in default under this Lease, the City shall send a copy of the written notice of the default to Lender. Lender shall have thirty (30) days after the expiration of any applicable grace periods with respect to any borrowing it intends such default within which to make under the Revolving Creditcure or remove such default, and each if the default cannot with diligence be cured within such thirty (30) day period, then Lender shall have a reasonable time thereafter to effect such cure, provided that Lender promptly commences to cure the same and thereafter pursues the curing of the default with diligence. Notwithstanding any other provision of this Lease, the City shall not have any right pursuant to this Lease or otherwise to terminate this Lease due to SAMP's default unless the City shall have first given a copy of the written notice of default to Lender and unless Lender shall include the date of such borrowing and the principal amount thereof. Each such notice shall be in the form of Schedule 1.3(a) attached hereto and shall be given on a Business Day and must be received by the Lender prior have failed to 2:30 p.m. Chicago time on the date any requested Loan is cure or remove, or cause to be madecured or removed, the default, within the time required by this Section 6.3. The proceeds of each Loan shall be made available Notwithstanding anything contained herein to the Borrower requesting such Loan by being deposited in that Borrower’s account with the Lender or to such other account as such Borrower may direct in writing at the time contrary, a Loan is requested as provided in this Section 1.3; provided, however, that if prior to the time the Lender has disbursed the proceeds of such Loan an Event of Default or Potential Event of Default shall have occurred and be continuing, the Lender shall not be required to disburse cure or remedy any default (a "Non-Curable Default") which (i) is not a default in the payment of money or (ii) is not a default in the repair or maintenance of the Leased Property, including maintaining the exterior appearance and attractiveness of the improvements and all landscaping, or any part thereof, or like obligation, (iii) is not a default in the maintenance of insurance or any like obligation, and (iv) is a default which cannot be cured by the Lender, such Loan. Anything to as a bankruptcy by SAMP or a wrongful assignment of this Lease or a wrongful subletting of the contrary Leased Property, and upon foreclosure or other acquisition of SAMP's interest in this Agreement notwithstanding, the Lender may rely solely upon a written request it reasonably believes is made on behalf of an authorized representative of the relevant Borrower in making Loans hereunder. Each Borrower agrees to indemnify and hold the Lender harmless for any commercially reasonable action taken, including, without limitation, the making of Loans to such Borrower hereunder, or loss or expense incurred, Lease by the Lender in good faith reliance upon such written request it reasonably believes is made by an authorized representative of such Borrower for a Loan; provided that such Borrower or its designee, all Non-Curable Defaults shall not be liable for any such action, loss or expense deemed to have been fully cured as to the extent the same shall result directly from the gross negligence or willful misconduct of the Lender, its designee and its successors and assigns.

Notice to Lender. A Borrower shall give Provided Lender and SAMP have provided the Lender City with written notice of the name and address of the Lender, then in the event SAMP shall be in default under this Lease, the City shall send a copy of the written notice of the default to Lender. Lender shall have thirty (30) days after the expiration of any applicable grace periods with respect to any borrowing it intends such default within which to make under the Revolving Creditcure or remove such default, and each if the default cannot with diligence be cured within such thirty (30) day period, then Lender shall have a reasonable time thereafter to effect such cure, provided that Lender promptly commences to cure the same and thereafter pursues the curing of the default with diligence. Notwithstanding any other provision of this Lease, the City shall not have any right pursuant to this Lease or otherwise to terminate this Lease due to SAMP's default unless the City shall have first given a copy of the written notice of default to Lender and unless Lender shall include the date of such borrowing and the principal amount thereof. Each such notice shall be in the form of Schedule 1.3(a) attached hereto and shall be given on a Business Day and must be received by the Lender prior have failed to 2:30 p.m. Chicago time on the date any requested Loan is cure or remove, or cause to be madecured or removed, the default, within the time required by this Section 6.3. The proceeds of each Loan shall be made available Notwithstanding anything contained herein to the Borrower requesting such Loan by being deposited in that Borrower’s account with the Lender or to such other account as such Borrower may direct in writing at the time contrary, a Loan is requested as provided in this Section 1.3; provided, however, that if prior to the time the Lender has disbursed the proceeds of such Loan an Event of Default or Potential Event of Default shall have occurred and be continuing, the Lender shall not be required to disburse cure or remedy any default (a "Non-Curable Default") which (i) is not a default in the payment of money or (ii) is not a default in the repair or maintenance of the Leased Property, including maintaining the exterior appearance and attractiveness of the improvements, including the Promenade, and all landscaping, or any part thereof, or like obligation, (iii) is not a default in the maintenance of insurance or any like obligation, and (iv) is a default which cannot be cured by the Lender, such Loan. Anything to as a bankruptcy by SAMP or a wrongful assignment of this Lease or a wrongful subletting of the contrary Leased Property, and upon foreclosure or other acquisition of SAMP's interest in this Agreement notwithstanding, the Lender may rely solely upon a written request it reasonably believes is made on behalf of an authorized representative of the relevant Borrower in making Loans hereunder. Each Borrower agrees to indemnify and hold the Lender harmless for any commercially reasonable action taken, including, without limitation, the making of Loans to such Borrower hereunder, or loss or expense incurred, Lease by the Lender in good faith reliance upon such written request it reasonably believes is made by an authorized representative of such Borrower for a Loan; provided that such Borrower or its designee, all Non-Curable Defaults shall not be liable for any such action, loss or expense deemed to have been fully cured as to the extent the same shall result directly from the gross negligence or willful misconduct of the Lender, its designee and its successors and assigns.

Notice to Lender. A Borrower shall give Provided Lender and JoePC have provided the Lender City with written notice of the name and address of the Lender, then in the event JoePC shall be in default under this Lease, the City shall send a copy of the written notice of the default to Lender. Lender shall have thirty (30) days after the expiration of any applicable grace periods with respect to any borrowing it intends such default within which to make under the Revolving Creditcure or remove such default, and each if the default cannot with diligence be cured within such thirty (30) day period, then Lender shall have a reasonable time thereafter to effect such cure, provided that Lender promptly commences to cure the same and thereafter pursues the curing of the default with diligence. Notwithstanding any other provision of this Lease, the City shall not have any right pursuant to this Lease or otherwise to terminate this Lease due to JoePC’s default unless the City shall have first given a copy of the written notice of default to Lender and unless Lender shall include the date of such borrowing and the principal amount thereof. Each such notice shall be in the form of Schedule 1.3(a) attached hereto and shall be given on a Business Day and must be received by the Lender prior have failed to 2:30 p.m. Chicago time on the date any requested Loan is cure or remove, or cause to be madecured or removed, the default, within the time required by this Section 6.3. The proceeds of each Loan shall be made available Notwithstanding anything contained herein to the Borrower requesting such Loan by being deposited in that Borrower’s account with the Lender or to such other account as such Borrower may direct in writing at the time contrary, a Loan is requested as provided in this Section 1.3; provided, however, that if prior to the time the Lender has disbursed the proceeds of such Loan an Event of Default or Potential Event of Default shall have occurred and be continuing, the Lender shall not be required to disburse cure or remedy any default (a “Non- Curable Default”) which (i) is not a default in the payment of money or (ii) is not a default in the repair or maintenance of the Leased Property, including maintaining the exterior appearance and attractiveness of the improvements, including the Promenade, and all landscaping, or any part thereof, or like obligation, (iii) is not a default in the maintenance of insurance or any like obligation, and (iv) is a default which cannot be cured by the Lender, such Loan. Anything to as a bankruptcy by JoePC or a wrongful assignment of this Lease or a wrongful subletting of the contrary Leased Property, and upon foreclosure or other acquisition of JoePC’s interest in this Agreement notwithstanding, the Lender may rely solely upon a written request it reasonably believes is made on behalf of an authorized representative of the relevant Borrower in making Loans hereunder. Each Borrower agrees to indemnify and hold the Lender harmless for any commercially reasonable action taken, including, without limitation, the making of Loans to such Borrower hereunder, or loss or expense incurred, Lease by the Lender in good faith reliance upon such written request it reasonably believes is made by an authorized representative of such Borrower for a Loan; provided that such Borrower or its designee, all Non-Curable Defaults shall not be liable for any such action, loss or expense deemed to have been fully cured as to the extent the same shall result directly from the gross negligence or willful misconduct of the Lender, its designee and its successors and assigns.

Notice to Lender. A (a) The Borrower shall give prompt written notice to the Lender written notice with respect of any fact known to the Borrower which would prohibit the making of any borrowing it intends payment of monies to make under the Revolving Credit, and each such notice shall include the date of such borrowing and the principal amount thereof. Each such notice shall be in the form of Schedule 1.3(a) attached hereto and shall be given on a Business Day and must be received or by the Lender prior to 2:30 p.m. Chicago time on in respect of the date any requested Loan is to be made. The proceeds of each Loan shall be made available Term Loans pursuant to the Borrower requesting such Loan by being deposited in that Borrower’s account with provisions of this Article IX. Notwithstanding the Lender provisions of this Article IX or to such any other account as such Borrower may direct in writing at the time a Loan is requested as provided in provision of this Section 1.3; provided, however, that if prior to the time the Lender has disbursed the proceeds of such Loan an Event of Default or Potential Event of Default shall have occurred and be continuingAgreement, the Lender shall not be required charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to disburse such Loan. Anything or by the Lender in respect of the Term Loans pursuant to the contrary in provisions of this Agreement notwithstandingArticle IX, unless and until the Lender shall have received written notice thereof from the Borrower or a Senior Secured Agent or a Senior Secured Lender; and before the receipt of any such written notice, the Lender shall be entitled in all respects to assume that no such facts exist; provided that if on a date not less than one Business Day prior to the date upon which by the terms hereof any such monies may rely solely upon a written request it reasonably believes is made on behalf of an authorized representative of the relevant Borrower in making Loans hereunder. Each Borrower agrees to indemnify and hold the Lender harmless become payable for any commercially reasonable action taken, purpose (including, without limitation, the making payment of Loans the principal of or interest on the Term Loans) the Lender shall not have received, with respect to such Borrower hereundermonies, or loss or expense incurredthe notice provided for in this Section 9.04, by then, anything herein contained to the contrary notwithstanding, the Lender shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. (b) The Lender shall be entitled to rely on the delivery to it of a written notice by a Senior Secured Agent or a Senior Secured Lender to establish that such notice has been given by a Senior Secured Agent or a Senior Secured Lender. In the event that the Lender determines in good faith reliance upon that further evidence is required with respect to the right of any Person as a Senior Secured Lender to participate in any payment or distribution pursuant to this Article IX, the Lender may request such written request it reasonably believes Person to furnish evidence to the reasonable satisfaction of the Lender as to the amount of Existing Senior Indebtedness held by such Person, the extent to which such Person is made by an authorized representative entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Borrower for a Loan; provided that Person under this Article IX and if such Borrower shall evidence is not be liable for furnished the Lender may defer any payment to such action, loss or expense Person pending judicial determination as to the extent the same shall result directly from the gross negligence or willful misconduct right of the Lendersuch Person to receive such payment.