Common use of Permitted Assumptions by Agent Clause in Contracts

Permitted Assumptions by Agent. (a) Unless the Agent shall have received notice from a Lender prior to 12:00 noon (Philadelphia time) on the date of any RC Loan that such Lender will not make available to the Agent such Lender's ratable portion of such Loan, the Agent may assume that such Lender has made or will make such portion available to the Agent on the date of such Loan. The Agent may in its sole discretion and in reliance upon such assumption make available to the Borrower on such date a corresponding amount. If a Lender has not or does not make available to the Agent the full amount on the day of the advance, the Agent may advance such corresponding amount and such Lender agrees to repay to the Agent on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid by such Lender to the Agent at the Federal Funds Rate provided, however, that if such Lender shall fail to make available to the Agent -------- the full amount of such Lender's share of the advance within two (2) Business Days of the date it shall have received notice from the Agent that its share of the advance has not been received, interest shall accrue (from such second Business Day after notice is received) at a rate equal to the rate payable by the Borrower on the corresponding Loan. (b) If such Lender shall reimburse the Agent for an amount advanced by the Agent pursuant to the preceding paragraph (a), such amount shall constitute such Lender's portion of the applicable Loans for purposes of this Agreement. If such Lender does not reimburse such corresponding amount immediately upon the Agent's demand therefor, interest shall be payable as set forth in paragraph (a). The failure of any Lender to fund its portion of any Loans shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Loans on the funding date, but no Lender shall be responsible for any such failure of any other Lender. (c) If the Agent advances any funds pursuant to this Subsection 2.3.5 in respect of another Lender's Commitment and whether or not the relevant Lender thereafter reimburses the Agent, any contractual interest payable on such amount by the Borrower hereunder for the period commencing on the date such amount was made available by the Agent until the date the relevant Lender reimbursed the Agent shall be payable to the Agent and not such Lender and, in addition, such Lender shall pay the Agent the amounts referred to in paragraph (a) above and shall reimburse the Agent for any costs, losses or expenses incurred therewith as well as a $250 fee to compensate the Agent for its efforts in connection therewith. (d) In the event that, at any time (other than during a period when a Default or Event of Default has occurred and is continuing) a Lender for any reason fails or refuses to fund its portion of a Loan, then, until such time as such Lender has funded its portion of such Loan (which late funding shall not absolve such Lender from any liability it may have), such non-funding Lender shall not have the right to vote regarding any issue on which voting is required or advisable under this Agreement or any other Loan Document, and the amount of the Commitment or Loans of such Lender shall not be counted as outstanding for purposes of determining "Requisite Lender" hereunder. (e) Without prejudice to the survival of any other remedies hereunder, if any Lender fails to make available to the Agent the full amount of such Lender's share of the advance within two (2) Business Days of the date it shall have received notice from the Agent that its share of the advance has not been received, the Borrower or the Agent may require that such Lender transfer all of its right, title and interest under this Agreement, such Lender's Note and each other Loan Document to any Eligible Institution identified by the Borrower (with the consent of the Agent (which consent shall not be unreasonably withheld)) or by the Agent, subject to the following: (i) such proposed transferee shall agree to assume all of the obligations of the transferor Lender for consideration equal to the outstanding principal amount of such transferor Lender's Loans, together with interest thereon to the date of such transfer, and (ii) satisfactory arrangements shall be made for payment to such transferor Lender of all other amounts payable hereunder to such Lender on or prior to the date of such transfer (including any fees accrued hereunder, except any amounts that would be payable under Subsection 2.6.4 as a result of assigning rights and obligations in respect of any LIBOR Loans on a day other than the last day of the applicable Interest Period, which amounts shall be forfeited by the transferor). In the event that any transfer is made pursuant to this paragraph (e), the Agent shall be entitled to a processing and recording fee of $3,500 payable in equal share by the transferor and the transferee. (f) The provisions of this Subsection 2.4.5 shall in no way serve to limit or modify a Lender's obligation to fund Loans to the Borrower as otherwise provided in this Agreement.

Permitted Assumptions by Agent. (a) Unless the Agent shall have received notice from a Lender ------------------------------ been notified by the Borrower in writing prior to 12:00 noon (Philadelphia time) on the date of any RC Loan that such Lender will not on which the Borrower is scheduled to make available a payment to the Agent for the account of one or more of the Lenders (such Lender's ratable portion of such Loanpayment being the "Borrower Required Payment"), which notice ------------------------- shall be effective upon receipt, that the Borrower does not intend to make the Borrower Required Payment to the Agent, the Agent may assume that such Lender the Borrower Required Payment has been made or will make such portion available to the Agent on the date of such Loan. The Agent may in its sole discretion and may, in reliance upon such assumption (but shall not be required to), make such amount available to the Borrower Lenders entitled thereto on such date a corresponding amountdate. If a Lender the Borrower has not or does not make available in fact made the Borrower Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the full amount on the day of the advance, the Agent may advance such corresponding amount and such Lender agrees to repay to the Agent on demand such corresponding amount so made available together with interest thereon, for in respect of each day from during the period commencing on the date such amount is was so made available to by the Borrower Agent until the date the Agent recovers such amount is repaid by such Lender at a rate per annum equal to the Agent at the Federal Funds Rate for such day (as determined by the Agent) provided, however, that if such Lender shall fail to make available repay to the Agent -------- the full amount of such Lender's share of the advance so made available within two (2) Business Days of after the date it shall have received notice from the Agent that its share of the advance has original demand for payment was not been receivedsatisfied, interest shall accrue (from such second Business Day after notice is received) at a rate equal to the rate payable by the Borrower on the corresponding Loan. Loan (b) If such Lender shall reimburse the Agent for an amount advanced by the Agent pursuant to the preceding paragraph (a), such amount shall constitute such Lender's portion of the applicable Loans for purposes of this Agreement. If such Lender does not reimburse such corresponding amount immediately upon the Agent's demand therefor, interest shall be payable as set forth in paragraph (a). The failure of any Lender to fund its portion of any Loans shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Loans on the funding date, but no Lender shall be responsible for any such failure of any other Lender. (c) If the Agent advances any funds pursuant to this Subsection 2.3.5 in respect of another Lender's Commitment and whether or not the relevant Lender thereafter reimburses the Agent, any contractual interest payable on such amount by the Borrower hereunder for the period commencing on the date such amount was made available by the Agent until the date the relevant Lender reimbursed the Agent shall be payable to the Agent and not such Lender and, in addition, such Lender shall pay the Agent the amounts referred to in paragraph (a) above and shall reimburse the Agent for any costs, losses or expenses incurred therewith as well as a $250 fee to compensate the Agent for its efforts in connection therewithDefault Rate). (d) In the event that, at any time (other than during a period when a Default or Event of Default has occurred and is continuing) a Lender for any reason fails or refuses to fund its portion of a Loan, then, until such time as such Lender has funded its portion of such Loan (which late funding shall not absolve such Lender from any liability it may have), such non-funding Lender shall not have the right to vote regarding any issue on which voting is required or advisable under this Agreement or any other Loan Document, and the amount of the Commitment or Loans of such Lender shall not be counted as outstanding for purposes of determining "Requisite Lender" hereunder. (e) Without prejudice to the survival of any other remedies hereunder, if any Lender fails to make available to the Agent the full amount of such Lender's share of the advance within two (2) Business Days of the date it shall have received notice from the Agent that its share of the advance has not been received, the Borrower or the Agent may require that such Lender transfer all of its right, title and interest under this Agreement, such Lender's Note and each other Loan Document to any Eligible Institution identified by the Borrower (with the consent of the Agent (which consent shall not be unreasonably withheld)) or by the Agent, subject to the following: (i) such proposed transferee shall agree to assume all of the obligations of the transferor Lender for consideration equal to the outstanding principal amount of such transferor Lender's Loans, together with interest thereon to the date of such transfer, and (ii) satisfactory arrangements shall be made for payment to such transferor Lender of all other amounts payable hereunder to such Lender on or prior to the date of such transfer (including any fees accrued hereunder, except any amounts that would be payable under Subsection 2.6.4 as a result of assigning rights and obligations in respect of any LIBOR Loans on a day other than the last day of the applicable Interest Period, which amounts shall be forfeited by the transferor). In the event that any transfer is made pursuant to this paragraph (e), the Agent shall be entitled to a processing and recording fee of $3,500 payable in equal share by the transferor and the transferee. (f) The provisions of this Subsection 2.4.5 shall in no way serve to limit or modify a Lender's obligation to fund Loans to the Borrower as otherwise provided in this Agreement.

Permitted Assumptions by Agent. (a) Unless the Agent shall have received notice from a Lender been notified by the Borrower in writing prior to 12:00 noon (Philadelphia time) on the date of any RC Loan that such Lender will not on which the Borrower is scheduled to make available a payment to the Agent for the account of one or more of the Lenders (such Lender's ratable portion of such Loanpayment being the "Borrower Required Payment"), which notice shall be effective upon receipt, that the Borrower does not intend to make the Borrower Required Payment to the Agent, the Agent may assume that such Lender the Borrower Required Payment has been made or will make such portion available to the Agent on the date of such Loan. The Agent may in its sole discretion and may, in reliance upon such assumption (but shall not be required to), make such amount available to the Borrower Lenders entitled thereto on such date a corresponding amountdate. If a Lender the Borrower has not or does not make available in fact made the Borrower Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the full amount on the day of the advance, the Agent may advance such corresponding amount and such Lender agrees to repay to the Agent on demand such corresponding amount so made available together with interest thereon, for in respect of each day from during the period commencing on the date such amount is was so made available to by the Borrower Agent until the date the Agent recovers such amount is repaid by such Lender at a rate per annum equal to the Agent at the Federal Funds Rate for such day (as determined by the Agent) provided, however, that if such Lender shall fail to make available repay to the Agent -------- the full amount of such Lender's share of the advance so made available within two (2) Business Days of after the date it shall have received notice from the Agent that its share of the advance has original demand for payment was not been receivedsatisfied, interest shall accrue (from such second Business Day after notice is received) at a rate equal to the rate payable by the Borrower on the corresponding Loan. Loan (b) If such Lender shall reimburse the Agent for an amount advanced by the Agent pursuant to the preceding paragraph (a), such amount shall constitute such Lender's portion of the applicable Loans for purposes of this Agreement. If such Lender does not reimburse such corresponding amount immediately upon the Agent's demand therefor, interest shall be payable as set forth in paragraph (a). The failure of any Lender to fund its portion of any Loans shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Loans on the funding date, but no Lender shall be responsible for any such failure of any other Lender. (c) If the Agent advances any funds pursuant to this Subsection 2.3.5 in respect of another Lender's Commitment and whether or not the relevant Lender thereafter reimburses the Agent, any contractual interest payable on such amount by the Borrower hereunder for the period commencing on the date such amount was made available by the Agent until the date the relevant Lender reimbursed the Agent shall be payable to the Agent and not such Lender and, in addition, such Lender shall pay the Agent the amounts referred to in paragraph (a) above and shall reimburse the Agent for any costs, losses or expenses incurred therewith as well as a $250 fee to compensate the Agent for its efforts in connection therewithDefault Rate). (d) In the event that, at any time (other than during a period when a Default or Event of Default has occurred and is continuing) a Lender for any reason fails or refuses to fund its portion of a Loan, then, until such time as such Lender has funded its portion of such Loan (which late funding shall not absolve such Lender from any liability it may have), such non-funding Lender shall not have the right to vote regarding any issue on which voting is required or advisable under this Agreement or any other Loan Document, and the amount of the Commitment or Loans of such Lender shall not be counted as outstanding for purposes of determining "Requisite Lender" hereunder. (e) Without prejudice to the survival of any other remedies hereunder, if any Lender fails to make available to the Agent the full amount of such Lender's share of the advance within two (2) Business Days of the date it shall have received notice from the Agent that its share of the advance has not been received, the Borrower or the Agent may require that such Lender transfer all of its right, title and interest under this Agreement, such Lender's Note and each other Loan Document to any Eligible Institution identified by the Borrower (with the consent of the Agent (which consent shall not be unreasonably withheld)) or by the Agent, subject to the following: (i) such proposed transferee shall agree to assume all of the obligations of the transferor Lender for consideration equal to the outstanding principal amount of such transferor Lender's Loans, together with interest thereon to the date of such transfer, and (ii) satisfactory arrangements shall be made for payment to such transferor Lender of all other amounts payable hereunder to such Lender on or prior to the date of such transfer (including any fees accrued hereunder, except any amounts that would be payable under Subsection 2.6.4 as a result of assigning rights and obligations in respect of any LIBOR Loans on a day other than the last day of the applicable Interest Period, which amounts shall be forfeited by the transferor). In the event that any transfer is made pursuant to this paragraph (e), the Agent shall be entitled to a processing and recording fee of $3,500 payable in equal share by the transferor and the transferee. (f) The provisions of this Subsection 2.4.5 shall in no way serve to limit or modify a Lender's obligation to fund Loans to the Borrower as otherwise provided in this Agreement.