Common use of New Notes Clause in Contracts

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from the Agent, the Borrower, at the applicable assignee’s own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31), a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31).

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with 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 Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, (i) shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

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

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agent, the The Borrower, at the applicable assignee’s its own expense, shall shall, promptly upon its receipt thereof, execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the AgentIf requested, the Borrower, at the applicable assignee’s its own expense, shall shall, promptly upon its receipt thereof, execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agent, the The Borrower, at the applicable assignee’s its own expense, shall shall, promptly upon its receipt thereof, execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Revolving Credit Note (or an indemnity agreement, as provided in §31)Swingline Note, a new Revolving Credit Note or Swingline Note, as applicable, to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning 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 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall shall, if applicable, execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31).

New Notes. Upon its receipt of an Assignment and Acceptance Agreement assignment executed by the parties to such assignment, together with each Note (if any) subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Borrower and Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, upon Lender’s request and at the applicable assigneeLender’s own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Revolving Loan Note, Term Loan Note or both, as the case may be, to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement assignment and, if the assigning 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 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 Agreement assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement assignment executed by the parties to such assignment, together with each Note (if any) subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Borrower and Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, upon Lender’s request and at the applicable assigneeLender’s own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note Note, to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement assignment and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note Note, to the order of the assigning 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 Agreement assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note (if any) subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agent, the Borrowerrequest and, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31), a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender 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 Lender 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 Agreement and shall otherwise be substantially in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (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 each Note subject to such assignment, the Administrative Agent shall record the information contained therein in the Register. Within five (5) Business Days after the later of (a) receipt of notice of such assignment from Administrative Agent and (b) a request from the Agentassignee to execute and deliver a new Note to the order of such assignee, the BorrowerBorrowers, at the applicable assignee’s own Borrowers’ expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §Section 31), a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled and returned to the Borrower Parent (or the Borrower Borrowers shall receive an indemnity agreement, as provided in §Section 31).

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, (i) shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Revolving Credit Note, a new Revolving Credit Note and Swingline Note or Bid Rate Note, if applicable, to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender 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 Lender 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 Agreement Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement --------- executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Company and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerCompany, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Company.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Revolving Credit Note, a new Revolving Credit Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning 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 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Company and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerCompany, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Company.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 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 original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, to the 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 and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall shall, upon the request of such assignee made through the Applicable Agent, execute and deliver to the Applicable Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning 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 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note or Notes to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning 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 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement --------- executed by the parties to such assignment, together with each Note (if any) subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agent, the Borrowerrequest and, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31), a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender 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 Lender 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 Agreement and shall otherwise be substantially in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (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 each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they 80 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five three (53) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assigneesuch Eligible Assignee’s own expenseexpense (not to exceed $500), shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained maintained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement 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 original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice of such assignment from the AgentAssignee, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Revolving Credit Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt an assignment of an Assignment and Acceptance Agreement executed by the parties Lender pursuant to such assignment, together with each Note subject to such assignmentthis Section, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from the Agent, the Borrower, at the applicable assignee’s own expense, Borrower shall execute and deliver to the Agentnew lender, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee new lender in an amount equal to the amount assigned to assumed by such assignee new lender pursuant to such Assignment and Acceptance Agreement assignment and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 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 original Notes shall be canceled and returned to the Borrower (or the Borrower. The Borrower shall receive an indemnity agreement, as provided be reimbursed for reasonable expenses incurred in §31)connection with obtaining such opinion of counsel.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 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 original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Recording Credit Note Register, and (b) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled and returned to the Borrower Borrower. Such execution and delivery of new and replacement Notes shall be at Borrower's sole cost with respect to the first two (or 2) such assignments hereafter. Thereafter, the Borrower Agent shall receive an indemnity agreement, as provided pay the Borrower's reasonable out-of-pocket expenses in §31)connection with the preparation and delivery of such Notes.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such Page 109 assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Company, Hasbro SA and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerCompany and, solely with respect to the Hasbro SA Loans, Hasbro SA, each at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Company.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from the Agent, the Borrower, at the applicable assignee’s own expense, shall execute and deliver to the Agent, in exchange for each 115 surrendered original Note (or an indemnity agreement, as provided in §31), a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled and returned to the Borrower (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 each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s their own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained maintained some portion of its obligations hereunder, a new Note to the order of the assigning 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 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 original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from the Agent, the Borrower, at the applicable assignee’s their own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note (if requested by the subject Lender) payable to the order of such assignee and its registered assigns in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note payable to the order of the assigning 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 original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Credit Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Company and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerCompany, at the applicable assignee’s its own expense, shall execute and deliver to the Credit Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 substantially in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Company.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement --------- executed by the parties to such assignment, together with each Note the Notes (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 Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the applicable Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each the surrendered original Note (or an indemnity agreementNotes, as provided in §31), a new Note Notes to the order of such assignee the US Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender US Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender US Bank in an amount the amounts equal to the amount amounts 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 Agreement 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 (S)20.4, the applicable Borrowers shall provide a certificate to the assignee Bank and the assignor Bank, if applicable, entitling such Banks to rely with respect to the new Notes on the resolutions authorizing the execution and delivery of the surrendered Notes as conclusively authorizing the execution and delivery of the new Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 and the Lenders (other than the assigning Lender). Within five (5) US or Canadian (as applicable) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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. Within five (5) days of issuance of any new Notes pursuant to this (Section)20.8, the Borrowers 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 satisfactory to the Lenders. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expenseexpense and if requested in such notice, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice of such assignment from the AgentAssignee, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Revolving Credit Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement 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 original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Revolving Credit Note, a new Revolving Credit Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning 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 Agreement and shall otherwise be in substantially the form of the assigned Revolving Credit Notes. The surrendered original Notes shall be canceled and returned to the Borrower (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 assignmentan assigning Lender and an assignee in accordance with Section 11.1, together with each Note any Notes subject to such assignmentassignment and the processing and recordation fee referred to in Section 11.1(iv), the Agent shall shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Borrowers. Within five (5) Business Days after its receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Agent, Agent in exchange for each the surrendered original Note (or an indemnity agreement, as provided in §31), a Notes its new Note Notes to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to such assignee Revolving Credit Commitment and Loan assumed by it pursuant to such Assignment and Acceptance Agreement and, if the assigning 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 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled Exhibits A and returned to the Borrower (or the Borrower shall receive an indemnity agreementB hereto, as provided in §31)the case may be.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from Agent which includes a request for the Agentexecution of a new Note pursuant to this Section 18.3, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note payable to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note payable to the order of the assigning 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 canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower. Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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. Within five (5) days of issuance of any new Notes pursuant to this §15.4, 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 satisfactory to the Lenders. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower. Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note with respect to the Borrower to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption --------- executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, (i) shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance a Substitution Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment a request from the AgentAgent to do so, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Substitution Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement assignment executed by the parties to such assignment, together with each Note (if any) subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Borrower and Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, upon Lender's request and at the applicable assignee’s own Lender's expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note Note, to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement assignment and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note Note, to the order of the assigning 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 Agreement assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, (together --------- with each Note subject to such assignment) or Instrument of Accession, as the case may be, executed by the parties thereto the Administrative Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee or Acceding Bank, as the case may be, in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee or Acceding Bank, as the case may be, pursuant to such Assignment and Acceptance Agreement or Instrument of Accession, as the case may be, and, in the event of an assignment, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Revolving Credit Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Revolving Credit Note, a new Revolving Credit Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Lender 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 Agreement Assumption and shall otherwise be in substantially the form of the assigned Revolving Credit Notes. The surrendered original Revolving Credit Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower. 19.5.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Loan Account and the Register, and (b) 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 of such assignment from the AgentAssignee, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Revolving Credit Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Revolving Credit Note, a new Revolving Credit Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning 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 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the each Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note with respect to such Borrower to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Company and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerCompany, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Company.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, (i) shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Revolving Credit Note, a new Revolving Credit Note and Swingline Note or Bid Rate Note, if applicable, to the order of such assignee the Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender 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 Lender 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 Agreement Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note and other Note, if applicable, to the order of the assigning 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement --- ----- executed by the parties to such assignment, together with 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 Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, (i) shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Revolving Credit Note, a new Revolving Credit Note and Swingline Note or Bid Rate Note, if applicable, to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender 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 Lender 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 Agreement Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment a request from the AgentAgent to do so, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Assumption and shall otherwise be in substantially the form of the assigned NotesNotes in all material respects. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31).Borrower. 100

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the each Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note with respect to such Borrower to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Agreement 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.

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

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from the Agent, the Borrower, at the applicable assignee’s own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31), a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31).

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expenseexpense and if requested in such notice, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement assignment executed by the parties to such assignment, together with each Note (if any) subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to Borrower and Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, upon Lender’s request and at the applicable assigneeLender’s own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note Note, to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement assignment and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note Note, to the order of the assigning 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 Agreement assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31).Borrower. 119

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (1) record the information contained therein in the Register, and (2) give prompt notice thereof to the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon receipt of such assignment new unexecuted Notes from the Agent, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Eligible Assignee in an amount equal to the amount assigned to of the applicable Loan(s) assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its rights and obligations hereunder, a new Note to the order of the assigning 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 original Notes shall will be canceled cancelled and returned promptly to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower 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 notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, (i) shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Revolving Credit Note, a new Revolving Credit Note or Bid Rate Note, if applicable, to the order of such assignee the Eligible Assignee in an amount equal to the amount assigned to assumed by such assignee Eligible Assignee pursuant to such Assignment and Acceptance Agreement Assumption and, if the assigning Lender 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 Lender 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 Agreement Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the Borrower, at the applicable assignee’s its own expense, shall execute and deliver to the Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee in an amount equal to the amount assigned to assumed by such assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 Agreement assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered original Notes shall be canceled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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 Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of notice of such assignment from the Agentnotice, the BorrowerBorrowers, at the applicable assignee’s their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered original Note (or an indemnity agreement, as provided in §31)Note, a new Note to the order of such assignee Assignee in an amount equal to the amount assigned to assumed by such assignee Assignee pursuant to such Assignment and Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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. 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 original Notes shall be canceled cancelled and returned to the Borrower (or the Borrower shall receive an indemnity agreement, as provided in §31)Borrowers.