Common use of New Notes Clause in Contracts

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Obligors, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or Guaranty, a new Note to the order of, and/or Guaranty in favor of, as the case may be, such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered Guaranties, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned Guaranties. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4, the Obligors shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes and Guaranties shall be canceled and returned to the Obligors.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained maintained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned Guarantiesdelivered at the time of execution of this Agreement. Within five (5) days of Business Days upon request, following issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4§18.4, the Obligors Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity validity, enforceability and binding effect thereof, in form thereof and substance satisfactory the applicability of the Guaranties to the Banksnew Note. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained maintained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned Guarantiesdelivered at the time of execution of this Agreement. Within five (5) days of Business Days upon request, following issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4§17.4, the Obligors Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity validity, enforceability and binding effect thereof, in form thereof and substance satisfactory the applicability of the Guaranties to the Banksnew Note. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations Loans hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered Guarantiesthat they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4ss.18.4, the Obligors Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Closing Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Lead Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Lead Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained maintained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned Guarantiesdelivered at the time of execution of this Agreement. Within five (5) days of Business Days upon request, following issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4Section 18.4, the Obligors Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Lead Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity validity, enforceability and binding effect thereof, in form thereof and substance satisfactory the applicability of the Guaranties to the Banksnew Note. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five (5) days of -115- after the issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4Section 14.4, the Obligors shall Borrower shall, at its reasonable expense, deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and validity, binding effect and enforceability thereof, in form and substance reasonably satisfactory to the Agent and the Banks. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations Loans hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered Guarantiesthat they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the 57 form of the assigned Notes and assigned GuarantiesNotes. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4§ 19.4, the Obligors Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity and enforceability as if given on the Effective Date, in form and substance reasonably satisfactory to the BanksLenders who are the holders of such new Notes. The surrendered Notes and Guaranties shall be canceled held by Agent in escrow and shall be deemed cancelled and returned to Borrower simultaneously upon the Obligorsissuance and receipt by Agent of, and in exchange for, the New Notes.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five twenty (520) days of Business Days after issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4Section 11.8, the Obligors Borrower shall deliver deliver, upon the request of the assignee Lender, an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the BanksLenders. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Obligors Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within If requested by such Assignee, within five (5) days Business Days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4Section 23.4, the Obligors shall Borrower shall, at its own expense, deliver an opinion of counsel, addressed to the 115 -108- Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Obligors Company and the Banks Lenders (other than the assigning BankLender). Within five seven (57) Business Banking Days after receipt of such notice, the ObligorsCompany, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five seven (57) days Banking Days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4subsection 14.15, if so requested by the Obligors Agent the Company shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, substantially in the same form and substance satisfactory to as the Bankscorresponding portion of the legal opinion delivered on the Closing Date. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsCompany. The Company shall be reimbursed for reasonable expenses incurred in connection with obtaining such opinion of counsel.

New Notes. Upon its receipt of an Assignment assignment and Acceptance acceptance agreement executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Obligors Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsDomestic Borrowers, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment assignment and Acceptance acceptance agreement and, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunderhereunder as a Lender. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment in assignment and Acceptance acceptance agreement and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes and assigned Guaranties. Within or the Agent, within five (5) days of issuance of any such new Notes or new Guaranties pursuant to this SECTION 16.4section 20.4, the Obligors Domestic Borrowers shall deliver an opinion of counsel, which may be the general counsel of ICT addressed to the Banks recipients of the new Notes and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banksrecipients of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsICT.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt written notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such written notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five fifteen (515) days Business Days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4Section 23.3, the Obligors Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the BanksLenders. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five twenty (520) days of Business Days after issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4§17.8, the Obligors Borrower shall deliver deliver, upon the request of the assignee Lender, an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the BanksLenders. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower. §17.9.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance andAcceptance, and if the assigning Bank has retained maintained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned Guarantiesdelivered at the time of execution of this Agreement. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4Section 17.4, the Obligors Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity validity, enforceability and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Company and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the ObligorsCompany, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate /104 principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.49.4, the Obligors Company shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsCompany.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five twenty (520) days of Business Days after issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4§17.8, the Obligors Borrower shall deliver deliver, upon the request of and at the sole expense of the assignee Lender, an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the BanksLenders. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower. §17.9.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained maintained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned Guarantiesdelivered at the time of execution of this Agreement. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4Section 17.4, the Obligors Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity validity, enforceability and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its obligations Loans hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered Guarantiesthat they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.418.4, the Obligors Borrower shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity, enforceability and priority as if given on the Closing Date, in form and substance satisfactory to the Banks. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance --------- executed by the parties to such assignment assignment, together with the Notes (together with, with respect to Loans, each Note if any) subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Obligorsapplicable Borrower, at their its own expense, shall execute and deliver to the Administrative Agent, in exchange for each the surrendered Note and/or GuarantyNotes, a new Note Notes to the order of, and/or Guaranty in favor of, as of the case may be, such US Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning US Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of, and/or Guaranty in favor of, as the case may be, of the assigning US Bank in an amount the amounts equal to the amount amounts retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4(S)20.4, the Obligors applicable Borrowers shall deliver an opinion of counsel, addressed provide a certificate to the Banks assignee Bank and the Agentassignor Bank, relating if applicable, entitling such Banks to rely with respect to the due authorization, new Notes on the resolutions authorizing the execution and delivery of such the surrendered Notes as conclusively authorizing the execution and delivery of the new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the BanksNotes. The surrendered Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by --------- the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five As soon as reasonably practicable but in any event within thirty (530) days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4(S)22.4, the Obligors Borrower shall deliver an opinion of counselcounsel (which may be the General Counsel of the Borrower), addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the ObligorsBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within Upon the request of any Bank, the Borrower shall within five (5) days of the issuance of any new Notes or new Guaranties pursuant to this SECTION Section 16.4, at the Obligors shall requesting Bank's expense, deliver an opinion of counsel, addressed to the Banks and the AgentAgents, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance reasonably satisfactory to the Majority Banks. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by --------------- the parties to such assignment (assignment, together with, with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Obligors Company and the Banks Lenders (other than the assigning BankLender). Within five seven (57) Business Banking Days after receipt of such notice, the ObligorsCompany, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note and/or GuarantyNote, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesNotes. Within five seven (57) days Banking Days of issuance of any new Notes or new Guaranties pursuant to this SECTION 16.4subsection 14.15, if so requested by ---------------- the Obligors Agent the Company shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, substantially in the same form and substance satisfactory to as the Bankscorresponding portion of the legal opinion delivered on the Closing Date. The surrendered Notes and Guaranties shall be canceled and returned to the ObligorsCompany. The Company shall be reimbursed for reasonable expenses incurred in connection with obtaining such opinion of counsel.

New Notes. Upon its receipt of an Assignment and Acceptance executed --------- by the parties to such assignment (assignment, together with, with respect to Loans, each Revolving Credit Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Obligors Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, each of the ObligorsBorrowers, at their its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note and/or GuarantyRevolving Credit Note, a new Revolving Credit Note to the order of, and/or Guaranty in favor of, as the case may be, of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of, and/or Guaranty in favor of, as the case may be, of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes and new Guaranties shall provide that they are replacements for the surrendered Notes and surrendered GuarantiesNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Revolving Credit Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes and assigned GuarantiesRevolving Credit Notes. Within To the extent requested by an Assignee, the Borrowers shall, within five (5) days of issuance of any new Revolving Credit Notes or new Guaranties pursuant to this SECTION 16.4Section 15.4, the Obligors shall deliver an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the BanksLenders. The surrendered Revolving Credit Notes and Guaranties shall be canceled cancelled and returned to the ObligorsBorrowers.