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 any Note 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 Borrowers. Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with any each Note 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 Borrowers. Within five (5) Business Days after receipt of notice of such noticeassignment from the Agent, if requested by the Eligible Assignee, each Borrower, at its the applicable assignee’s own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Noteoriginal Note (or an indemnity agreement, as provided in §31), a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by assigned to such Eligible Assignee assignee pursuant to such Assignment and Acceptance Agreement and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be cancelled canceled and returned to the BorrowersBorrower (or the Borrower shall receive an indemnity agreement, as provided in §31).

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt written notice thereof to the BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, (i) shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunderhereunder and (ii) shall deliver an opinion from counsel to the Borrower in substantially the form delivered on the Closing Date pursuant to §10.6 as to such new Notes. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its their receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent Agents shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative AgentAgents, in exchange for each surrendered Note, a new Note or Notes to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 substantially in substantially the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note subject to such assignment, to the Administrative extent applicable, the Applicable Agent shall (a) record the information contained therein in the Applicable Register, and (b) give prompt notice thereof to the Borrowers. Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall shall, upon the request of such assignee made through the Applicable Agent, execute and deliver to the Administrative Applicable Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, upon the request of such assigning Lender made through the Applicable Agent, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance assignment executed by the parties to such assignment, together with any each Note (if any) subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Borrower and Lenders (other than the Borrowersassigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, upon Lender’s request and at its own Lender’s expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note Note, to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance assignment and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note Note, to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes of the same category, 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 assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each The Borrower, at its own expense, shall shall, promptly upon its receipt thereof, execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered NotesNotes (after giving effect to any permanent reductions in the applicable Commitments), shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note (if any) 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such noticeIf requested, if requested by the Eligible Assignee, each Borrower, at its own expense, shall shall, promptly upon its receipt thereof, execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered NotesNotes (after giving effect to any permanent reductions in the applicable Commitments), shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance assignment executed by the parties to such assignment, together with any each Note (if any) subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Borrower and Lenders (other than the Borrowersassigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, upon Lender’s request and at its own Lender’s expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Revolving Loan Note, Term Loan Note or both, as the case may be, to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance assignment and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Revolving Loan Note, Term Loan Note or both, as the case may be, to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes of the same category, 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 assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note or Swingline Note, a new Revolving Credit Note or Swingline Note, as applicable, to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Revolving Credit Note and other Note, if applicable, to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any Note 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 BorrowersBorrower. Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersCompany and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerCompany, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this ss.19.4, the 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 the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowersCompany.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Revolving Credit Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, 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 in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes. The surrendered Revolving Credit Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, (i) shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note and Swingline Note or Bid Rate Note, if applicable, to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note and other Note, if applicable, to the order of the assigning Bank in an amount equal to the amount retained by it hereunderhereunder and (ii) shall deliver an opinion from counsel to the Borrower in substantially the form delivered on the Closing Date pursuant to §12.9 as to such new Notes. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with any each Note 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 Borrowers. Within five (5) Business Days after the later of (a) receipt of notice of such noticeassignment from Administrative Agent and (b) a request from the assignee to execute and deliver a new Note to the order of such assignee, if requested by the Eligible Assignee, each BorrowerBorrowers, at its own Borrowers’ expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Noteoriginal Note (or an indemnity agreement, as provided in Section 31), a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by assigned to such Eligible Assignee assignee pursuant to such Assignment and Acceptance Agreement and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be cancelled canceled and returned to the BorrowersParent (or Borrowers shall receive an indemnity agreement, as provided in Section 31).

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note (if any) 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within Upon the request of such Eligible Assignee, the Borrower shall, within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrowerrequest and, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note (if so requested by the assigning Bank) to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes (if any) shall provide that they are replacements for the surrendered Notes, 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 substantially in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note subject to such assignment, to the Administrative extent applicable, the Applicable Agent shall (a) record the information contained therein in the Applicable Register, and (b) give prompt notice thereof to the BorrowersBorrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall shall, upon the request of such assignee made through the Applicable Agent, execute and deliver to the Administrative Applicable Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, upon the request of such assigning Lender made through the Applicable Agent, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignmentassignment in the case of Revolving Credit Loans and/or a portion of the Term Loan, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note or Notes to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Revolving Credit Lender or Term Loan Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Note or Notes shall provide that they are replacements for the surrendered Notes, 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 Note or Notes. Within thirty (30) days of issuance of any new Notes pursuant to this ss.18.4, if requested by the assignor or assignee Lender, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Note or Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersREIT, the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Upon request of the Administrative Agent, within five (5) days of issuance of any new Notes pursuant to this Section 18.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled canceled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 substantially in substantially the form of the assigned Notes. Within thirty (30) days of issuance of any new Notes pursuant to this Section 11.15.4, the Borrower, at the expense of the assignee Lender (which expense shall not be reimbursed by Borrower), shall deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersCompany and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerCompany, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. The surrendered Notes shall be cancelled and returned to the BorrowersCompany.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with any each Note 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 Borrowers. Within five (5) Business Days after receipt of notice of such noticeassignment from Agent which includes a request for the execution of a new Note pursuant to this Section 18.3, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note payable to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by assigned to such Eligible Assignee assignee pursuant to such Assignment and Acceptance Agreement and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note payable to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Revolving Credit Note and other Note, if applicable, to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with any each Note 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 Borrowers. Within five (5) Business Days after receipt of notice of such noticeassignment from the Agent, if requested by the Eligible Assignee, each Borrower, at its the applicable assignee’s own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Noteoriginal Note (or an indemnity agreement, as provided in §31), a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by assigned to such Eligible Assignee assignee pursuant to such Assignment and Acceptance Agreement and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 144 Assignment and Acceptance Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be cancelled canceled and returned to the BorrowersBorrower (or the Borrower shall receive an indemnity agreement, as provided in §31).

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (a1) record the information contained therein in the Register, and (b2) give prompt notice thereof to the BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such noticenotice and upon receipt of new unexecuted Notes from the Agent, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount of the applicable Loan(s) assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its rights and obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount of the applicable Loan(s) retained by it hereunderthe assigning Lender. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Agreement and shall otherwise be substantially in substantially the form of the assigned surrendered Notes. The surrendered Notes shall will be cancelled and returned promptly to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance a Substitution Agreement executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such noticea request from Agent to do so, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance Substitution Agreement and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Substitution Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Revolving Credit Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Revolving Credit Notes. The surrendered Revolving Credit Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expenseexpense and if requested in such notice, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. If requested by such Assignee, within five (5) Business Days of issuance of any new Notes pursuant to this Section 23.4, the 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 the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five Unless done simultaneously with the Assignment and Assumption, within three (53) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Revolving Credit Note and other Note, if applicable, to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption --------- executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, (i) shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunderhereunder and (ii) shall deliver an opinion from counsel to the Borrower in substantially the form delivered on the Closing Date pursuant to (S)11.7 as to such new Notes. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Loan Account and the Register, and (b) give prompt notice thereof to the BorrowersBorrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by notice from the Eligible Assignee, each Borrowerthe Borrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Revolving Credit Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Revolving Credit Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this ss.15.3, the Borrowers shall deliver upon the request of the Lender an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, (together --------- with any each Note subject to such assignment) or Instrument of Accession, as the case may be, executed by the parties thereto the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee or Acceding Bank, as the case may be, in an amount equal to the amount assumed by such Eligible Assignee or Acceding Bank, as the case may be, pursuant to such Assignment and Acceptance or Instrument of Adherence, as the case may be, and, at in the request event of the Administrative Agent or the assigning Bankan assignment, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this ss.17.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt an assignment of an Assignment and Acceptance executed by the parties Lender pursuant to such assignment, together with any Note subject to such assignmentthis Section, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers. Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, Borrower shall execute and deliver to the Administrative Agentnew lender, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee new lender in an amount equal to the amount assumed by such Eligible Assignee new lender pursuant to such Assignment and Acceptance assignment and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 assignment and shall otherwise be in substantially the form of the assigned Notes. Within seven Business Days of issuance of any new Notes pursuant to this subsection, if so requested by Lender, the Borrower shall deliver an opinion of counsel, addressed to Lender, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, substantially in the same form as the corresponding portion of the legal opinion delivered on the date hereof. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower. The Borrower 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, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to TransTechnology and the BorrowersLenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerTransTechnology, at its own expense, shall execute and deliver to the Administrative Agent, Agent in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunderhereunder as a Lender. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Upon the request of the recipient of new Notes or the Agent, within five (5) days of issuance of such new Notes pursuant to this Section 20.4, TransTechnology shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes shall be cancelled and returned to the BorrowersTransTechnology.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order 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, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Recording Credit Note Register, and (b) give prompt notice thereof to the BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower. Such execution and delivery of new and replacement Notes shall be at Borrower's sole cost with respect to the first two (2) such assignments hereafter. Thereafter, the Agent shall pay the Borrower's reasonable out-of-pocket expenses in connection with the preparation and delivery of such Notes.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained maintained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an 'amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 NotesNotes delivered at the time of execution of this Agreement. Within five (5) Business Days of issuance of any new Notes pursuant to this Article 14, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability and binding effect thereof. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Loan Account and the Register, and (b) give prompt notice thereof to the BorrowersBorrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by notice from the Eligible Assignee, each Borrowerthe Borrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Revolving Credit Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Revolving Credit Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this ss.15.3, the Borrowers shall deliver upon the request of the Lender an opinion oF counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee Lender in an amount equal to the amount assumed by such Eligible Assignee assignee Lender pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Upon the request of any Bank, the Borrower shall within five (5) days of the issuance of any new Notes pursuant to this Section 16.4, at the requesting Bank's expense, deliver an opinion of counsel, addressed to the Banks and the Agents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance reasonably satisfactory to the Majority Banks. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower. Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note with respect to the Borrower to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Revolving Credit Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, 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 Revolving Credit Notes. The surrendered Revolving Credit Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five three (53) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expensesuch Eligible Assignee’s expense (not to exceed $500), shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrowers, and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall shall, in respect of U.S. Loans only, execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 substantially in substantially the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 22.5, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders, and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled canceled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Upon the request of any Bank, the Borrower shall within five (5) days of the issuance of any new Notes pursuant to this Section 15.4, at the requesting Bank's expense, deliver an opinion of counsel, addressed to the Banks and the Administrative Agents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note or Notes to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Note or Notes shall provide that they are replacements for the surrendered Notes, 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 Note or Notes. Within five (5) days of issuance of any new Notes pursuant to this ss.17.4, if requested by the assignor or assignee Bank, the Borrowers shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Note or Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, (i) shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note or Bid Rate Note, if applicable, to the order of such the Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note and other Note, if applicable, to the order of the assigning Bank in an amount equal to the amount retained by it hereunderhereunder and (ii) shall deliver an opinion from counsel to the Borrower in substantially the form delivered on the Closing Date pursuant to §12.9 as to such new Notes. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this §14.4, the Borrower shall deliver upon the request of the assignee Lender an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance reasonably satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expenseexpense and if requested in such notice, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Credit Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the BorrowersCompany and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerCompany, at its own expense, shall execute and deliver to the Administrative Credit Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 substantially in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersCompany.

New Notes. Upon its receipt of an Assignment and Acceptance assignment executed by the parties to such assignment, together with any each Note (if any) subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Lead Borrower and Lenders (other than the Borrowersassigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible AssigneeBorrowers, each Borrower, upon Lender’s request and at its own Lender’s expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note Note, to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance assignment and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note Note, to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes of the same category, 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 assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five Unless done simultaneously with the Assignment and Assumption, within three (53) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note and other Note, if applicable, to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance --- ----- executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Upon the request of any Bank, the Borrower shall within five (5) days of the issuance of any new Notes pursuant to this section 15.4, at the requesting Bank's expense, deliver an opinion of counsel, addressed to the Banks and the Agents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, (i) shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note and Swingline Note or Bid Rate Note, if applicable, to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note and other Note, if applicable, to the order of the assigning Bank in an amount equal to the amount retained by it hereunderhereunder and (ii) shall deliver an opinion from counsel to the Borrower in substantially the form delivered on the Closing Date pursuant to Section 12.9 as to such new Notes. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Upon the request of any Bank, the Borrower shall within five (5) days of the issuance of any new Notes pursuant to this Section 15.4, at the requesting Bank's expense, deliver an opinion of counsel, addressed to the Banks and the Agents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Revolving Credit Note 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 BorrowersCompany and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, 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 in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes. The surrendered Revolving Credit Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such noticea request from Agent to do so, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned NotesNotes in all material respects. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained maintained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 NotesNotes delivered at the time of execution of this Agreement. Within five (5) Business Days upon request, following issuance of any new Notes pursuant to this §17.4, Borrower shall deliver an opinion of counsel, addressed to Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability and binding effect thereof and the applicability of the Guaranties to the new Note. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained maintained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to 91 100 the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 NotesNotes delivered at the time of execution of this Agreement. Within five (5) Business Days upon request, following issuance of any new Notes pursuant to this Section 19.4, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability and binding effect thereof and the applicability of the Guaranties to the new Note. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note or Notes to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Note or Notes shall provide that they are replacements for the surrendered Notes, 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 Note or Notes. Within five (5) days of issuance of any new Notes pursuant to this ss.18.4, if requested by the assignor or assignee Lender, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Note or Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 substantially in substantially the form of the assigned Notes. Within thirty (30) days of issuance of any new Notes pursuant to this Section 10.15.4, the Borrower, at the expense of the assignee Lender (which expense shall not be reimbursed by Borrower), shall deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Loan Account and the Register, and (b) give prompt notice thereof to the BorrowersBorrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by notice from the Eligible Assignee, each Borrowerthe Borrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Revolving Credit Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Revolving Credit Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this Section 15.3, the Borrowers shall deliver upon the request of the Lender an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Revolving Credit Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit Notes, 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 Revolving Credit Notes. The surrendered Within five (5) days of issuance of any new Revolving Credit Notes shall be cancelled and returned pursuant to the Borrowersthis ss.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, (together --------- with any each Note subject to such assignment) or Instrument of Accession, as the case may be, executed by the parties thereto the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee or Acceding Bank, as the case may be, in an amount equal to the amount assumed by such Eligible Assignee or Acceding Bank, as the case may be, pursuant to such Assignment and Acceptance or Instrument of Accession, as the case may be, and, at in the request event of the Administrative Agent or the assigning Bankan assignment, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this ss.20.4, the Borrowers shall deliver an opinion of counsel, addressed to the Banks and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note with respect to such Borrower to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this ss.20.4, thE Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note or Notes to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Note or Notes shall provide that they are replacements for the surrendered Notes, 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 Note or Notes. Within five (5) days of issuance of any new Notes pursuant to this SECTION 18.4, if requested by the assignor or assignee Lender, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Note or Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note with respect to such Borrower to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal 85 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. Within five (5) days of issuance of any new Notes pursuant to this ss.20.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, (i) shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note and Swingline Note or Bid Rate Note, if applicable, to the order of such the Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance Assumption and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note and other Note, if applicable, to the order of the assigning Bank in an amount equal to the amount retained by it hereunderhereunder and (ii) shall deliver an opinion from counsel to the Borrower in substantially the form delivered on the Closing Date pursuant to §12.9 as to such new Notes. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance assignment executed by the parties to such assignment, together with any each Note (if any) subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Borrower and Lenders (other than the Borrowersassigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, upon Lender's request and at its own Lender's expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note Note, to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance assignment and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note Note, to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes of the same category, 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 assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignmentan assigning Lender and an assignee in accordance with Section 11.1, together with any Note Notes subject to such assignmentassignment and the processing and recordation fee referred to in Section 11.1(iv), the Administrative Agent shall shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (ai) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, Register and (biii) give prompt notice thereof to the Borrowers. Within five (5) Business Days after its receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, Agent in exchange for each the surrendered Note, a Notes its new Note Notes to the order of such Eligible Assignee in an amount equal to the amount Revolving Credit Commitment and Loan assumed by such Eligible Assignee it pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations a Revolving Credit Commitment or Loans hereunder, a new Note Notes to the order of the assigning Bank Lender in an amount amounts equal to the amount Revolving Credit Commitment and Loans retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the such surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibits A and B hereto, as the assigned Notes. The surrendered Notes shall be cancelled and returned to the Borrowerscase may be.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with any each Note 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 Borrowers. Within five (5) Business Days after receipt of notice of such noticeassignment from Agent, if requested by the Eligible Assignee, each Borrower, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note (if requested by the subject Lender) payable to the order of such Eligible Assignee assignee and its registered assigns in an amount equal to the amount assumed by assigned to such Eligible Assignee assignee pursuant to such Assignment and Acceptance Agreement and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note payable to the order of the assigning Bank Lender and its registered assigns in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance --------- executed by the parties to such assignment, together with any each Note (if any) 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within Upon the request of such Eligible Assignee, the Borrower shall, within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrowerrequest and, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note (if so requested by the assigning Bank) to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes (if any) shall provide that they are replacements for the surrendered Notes, 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 substantially in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered NoteNote in the case of an assignment, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunderhereunder in the case of an assignment, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this ss.20.4, the 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 the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with any each Note 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 BorrowersBorrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance Agreement and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Revolving Credit Note 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 BorrowersBorrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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. Within five (5) days of issuance of any new Notes pursuant to this §15.8, the Borrowers shall, upon the request of the assignee Lender, deliver an opinion of counsel, addressed to the Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the assignee Lender. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with any each Revolving Credit Note 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 BorrowersBorrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, if requested by the Eligible Assignee, each Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, at the request of the Administrative Agent or the assigning Bank, if the assigning Bank Lender has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Notes, 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 Revolving Credit Notes. The surrendered Notes shall be cancelled and returned to the Borrowers.