Common use of Notice of Failure to Perform Clause in Contracts

Notice of Failure to Perform. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or of the failure of the Company to satisfy any condition to borrowing hereunder unless the Agent has received written notice from a Lender or the Company referring to this Agreement, describing such Default or failure and stating that such notice is a "notice of failure to perform its obligations". In the event that the Agent receives such a notice, the Agent shall promptly provide copies of such notice to the Lenders. In the case of any Default, the Agent shall take such action with respect to such Default as shall be reasonably directed by the Lenders, provided, however, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action for the protection and preservation of the Collateral as it shall deem advisable in the best interests of the Lenders. Each Lender agrees that it shall not make any demand for repayment of any amounts payable to such Lender hereunder unless each Lender agrees to make a demand for repayment of all amounts payable to such Lender. Prior to taking any such actions, the Lenders shall consult with each other and the Agent to determine the general plan of action and the steps to be taken in connection with such action, and they shall continue to consult with one another with respect thereto.

Notice of Failure to Perform. The Unless the Agent has actual notice of a Default, the Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or of the failure of the Company to satisfy any condition to borrowing hereunder unless the Agent has received written notice from a Lender or the Company referring to this Agreement, describing such Default or failure and stating that such notice is a "notice of failure to perform its obligations". In the event that the Agent receives such a notice, the Agent shall promptly provide copies of such give notice thereof to the Lenders. In the case of any Default, the Agent shall take such action with respect to such Default as shall be reasonably directed by the Lenders, provided, however, that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action for the protection and preservation of the Collateral as it shall deem advisable in the best interests of the Lenders. Each Lender agrees that it shall not make any demand for repayment of any amounts payable to such Lender hereunder unless each Lender agrees to make a demand for repayment of all 45 -40- amounts payable to such Lender. Prior to taking any such actions, the Lenders shall consult with each other and the Agent to determine the general plan of action and the steps to be taken in connection with such action, and they shall continue to consult with one another with respect thereto.