Common use of Prompt Notice to Lender Clause in Contracts

Prompt Notice to Lender. (a) The Borrower shall, and shall cause each Guarantor to, 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 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 of 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. (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 Lender. (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 Revolving Credit and/or the L/Cs 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. (b) The Borrower shall, and shall cause each Guarantor to, provide the Lender, 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 Lender. (ai) The Borrower shall, and shall cause each Guarantor to, 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 of which such notice is being given: (iA) Any change in a Loan Party’s executive officers. (iiB) The completion of any physical count of a Loan Party’s Inventory (together with a copy of the certified results thereof). (iiiC) Any ceasing of any Loan Party making of payment, in the ordinary course, to a material portion (in amount or number) of its creditors. (ivD) 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. (vE) Any material change in the business, operations, or financial affairs of a Loan Party. (viF) The occurrence of any Suspension Event, that has not been cured by the Loan Parties or waived by the Lender. (viiG) 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)). (viiiH) 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. (ixI) The acquisition by a Loan Party of any Commercial Tort Claim. (xJ) The intention by Borrower to treat the Revolving Credit and/or the L/Cs 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. (bii) The Borrower shall, and shall cause each Guarantor to, provide the Lender, 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 Lender. (a) The Borrower shall, and shall cause each Guarantor to, 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 of which such notice is being given: (i) Any change in a Loan Party’s executive officersthe Borrower's Executive Officers. (ii) The completion of any physical count of a Loan Party’s Inventory (together with a copy Any ceasing of the certified results thereof)Borrower's making of payment at any time to any of its creditors, in the ordinary course, in excess of $500,000. (iii) Any ceasing of any Loan Party 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 in excess of $500,000 in the aggregate at any of the Borrower's locations, which failure continues for more than twenty Three (203) Business Days days following the last day on which such rent first came due, except for Leases for such locations which have been terminated or abandoned by a Loan Partywas payable. (viv) Any material adverse change in the business, operations, or financial affairs of a Loan Partythe Borrower. (viv) The occurrence of any Suspension Event, that has not been cured by the Loan Parties or waived by the Lender. (viivi) Any decision intention 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(d5:5.1(d)). (viiivii) Any litigation which, if determined adversely to a Loan Partythe Borrower, would reasonably be expected to might 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 Revolving Credit and/or the L/Cs 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 formBorrower. (b) The Borrower shall: (i) Provide the Lender, and shall cause each Guarantor towhen so distributed, with copies of any materials distributed to the shareholders of the Borrower (qua such shareholders). (ii) Add the Lender as an addressee on all mailing lists to retail customers maintained by or for the Borrower. (iii) At the request of the Lender, from time to time, provide the Lender with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iv) Provide the Lender, 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. (v) Provide the Lender with copies of all written Executive Agreements and outlines of the salient features of all unwritten Executive Agreements; the Lender hereby agreeing to keep such agreements confidential in accordance with the Lender's customary policies regarding confidential agreements.

Prompt Notice to Lender. (a) The Borrower shall, and shall cause each Guarantor AWI to, 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 of which such notice is being given: (i) Any change in a Loan Party’s the Borrower's or AWI's executive officers. (ii) The completion of any physical count of a Loan Party’s the Borrower's or AWI's Inventory (together with a copy of the certified results thereof). (iii) Any ceasing of any Loan Party the Borrower's or AWI'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 or AWI to pay rent at any of the Borrower's or AWI'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 Partythe Borrower or AWI. (v) Any material change in the business, operations, or financial affairs of a Loan Partythe Borrower or AWI. (vi) The occurrence of any Suspension Event, that has not been cured by the Loan Parties Borrower or AWI or waived by the Lender. (vii) Any decision on the part of a Loan Party the Borrower or AWI to discharge a Loan Party’s the Borrower's or AWI'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 or AWI, would reasonably be expected to have a material adverse effect on the financial condition of such Loan Partythe Borrower or AWI. (ix) The acquisition by a Loan Party the Borrower or AWI of any Commercial Tort Claim. (x) The intention by Borrower to treat the Revolving Credit and/or the L/Cs 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. (b) The Borrower shall, and shall cause each Guarantor AWI to, provide the Lender, when received by the Borrower or GuarantorAWI, with a copy of any management letter or similar communications from any accountant of the Borrower or GuarantorAWI.

Prompt Notice to Lender. (a) The Borrower shall, and shall cause each Guarantor to, 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 of which such notice is being given: (i) Any change in a Loan Partythe Borrower’s executive officersExecutive Officers. (ii) The completion of any physical count of a Loan Party’s Inventory (together with a copy Any ceasing of the certified results thereof)Borrower’s making of payment at any time to any of its creditors, in the ordinary course, in excess of $500,000. (iii) Any ceasing of any Loan Party 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 in excess of $500,000 in the aggregate at any of the Borrower’s locations, which failure continues for more than twenty Three (203) Business Days days following the last day on which such rent first came due, except for Leases for such locations which have been terminated or abandoned by a Loan Partywas payable. (viv) Any material adverse change in the business, operations, or financial affairs of a Loan Partythe Borrower. (viv) The occurrence of any Suspension Event, that has not been cured by the Loan Parties or waived by the Lender. (viivi) Any decision intention on the part of a Loan Party the Borrower to discharge a Loan Partythe 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(d5.1(d)). (viiivii) Any litigation which, if determined adversely to a Loan Partythe Borrower, would reasonably be expected to might have a material adverse effect on the financial condition of such Loan Partythe Borrower. (ixviii) The acquisition by a Loan Party occurrence of any Commercial Tort Claim. (x) The intention by Borrower to treat the Revolving Credit and/or the L/Cs 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.ERISA Event (b) The Borrower shall: (i) Provide the Lender, and shall cause each Guarantor towhen so distributed, with copies of any materials distributed to the shareholders of the Borrower (qua such shareholders). (ii) Add the Lender as an addressee on all mailing lists to retail customers maintained by or for the Borrower. (iii) At the request of the Lender, from time to time, provide the Lender with copies of all advertising (including copies of all print advertising and duplicate tapes of all video and radio advertising). (iv) Provide the Lender, 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. (v) Provide the Lender with copies of all written Executive Agreements and outlines of the salient features of all unwritten Executive Agreements; the Lender hereby agreeing to keep such agreements confidential in accordance with the Lender’s customary policies regarding confidential agreements.