Common use of New Notes Clause in Contracts

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with 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 such notice, the Borrowers, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be canceled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with 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 Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by --------------- the parties to such assignment, together with 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 Company and the Lenders (other than the assigning Lender). Within five seven (57) Business Banking Days after receipt of such notice, the BorrowersCompany, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five seven (57) days Banking Days of issuance of any new Notes pursuant to this Section 19.4subsection 14.15, if so requested by ---------------- the Borrowers Agent the Company shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, substantially in the same form and substance satisfactory to as the Lenderscorresponding portion of the legal opinion delivered on the Closing Date. The surrendered Notes shall be canceled and returned to the BorrowersCompany. The Company shall be reimbursed for reasonable expenses incurred in connection with obtaining such opinion of counsel.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent Agents shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the AgentAgents, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.418.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders Banks and the AgentAgents, 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 LendersBanks, provided that the Borrower shall be required to deliver such an opinion only at the request and the expense of the Eligible Assignee. The surrendered Notes shall be canceled marked "canceled" and returned to to, the BorrowersBorrower. 18.5.

New Notes. Upon its receipt of an Assignment and Acceptance 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 Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an 58 59 amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks, provided that the Borrower shall be required to deliver such an opinion only at the request and the expense of the Eligible Assignee. The surrendered Notes shall be canceled marked "canceled" and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the Borrowersapplicable Borrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrowers applicable Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the Borrowersapplicable Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance 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 Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.418.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with 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 Company and the Lenders (other than the assigning Lender). Within five seven (57) Business Banking Days after receipt of such notice, the BorrowersCompany, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five seven (57) days Banking Days of issuance of any new Notes pursuant to this Section 19.4subsection 14.15, if so requested by the Borrowers Agent the Company shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, substantially in the same form and substance satisfactory to as the Lenderscorresponding portion of the legal opinion delivered on the Closing Date. The surrendered Notes shall be canceled and returned to the BorrowersCompany. The Company shall be reimbursed for reasonable expenses incurred in connection with obtaining such opinion of counsel.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information 66 67 contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations Loans 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4[SECTION] 18.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, in form and substance satisfactory to the LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower. [SECTION] 18.5. PARTICIPATIONS. Each Bank may sell participations to one or more banks or other entities in a portion of such Bank's rights and obligations under this Agreement and the other Loan Documents not to exceed forty-nine percent (49%) of its Commitment Percentage; PROVIDED that (a) the Agent shall have given its prior written consent to such participation, (b) each such participation shall be in an amount of not less than $1,000,000, (c) any such sale or participation shall not affect the rights and duties of the selling Bank hereunder to the Borrower and the Bank shall continue to exercise all approvals, disapprovals and other functions of a Bank, (d) the only rights granted to the participant pursuant to such participation arrangements with respect to waivers, amendments or modifications of the Loan Documents shall be the rights to approve the vote of the Bank as to waivers, amendments or modifications that would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the Commitment of such Bank as it relates to such participant, reduce the amount of any fees to which such participant is entitled or extend any regularly scheduled payment date for principal or interest, PROVIDED that all approvals affecting a Loan or this Agreement under this clause (d) shall be by a fifty-one percent (51%) vote of such Bank's Commitment Percentage, and (e) no participant shall have the right to grant further participations or assign its rights, obligations or interests under such participation to other Persons without the prior written consent of the Agent. The Agent shall promptly advise the Borrower in writing of any such sale or participation.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the Borrowers, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days Business Days of issuance of any new Notes pursuant to this Section 19.4/section/18.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled and returned to the Borrowers. /section/18.5. PARTICIPATIONS. Each Bank may sell participations to one or more banks or other entities in all or a portion of such Bank's rights and obligations under this Credit Agreement and the other Loan Documents; PROVIDED that (a) each such participation shall be in an amount of not less than $1,000,000 or multiples thereof, (b) any such sale or participation shall not affect the rights and duties of the selling Bank hereunder to the Borrowers and (c) the only rights granted to the participant pursuant to such participation arrangements with respect to waivers, amendments or modifications of the Loan Documents shall be the rights to approve waivers, amendments or modifications that would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the Commitment of such Bank as it relates to such participant, reduce the amount of any commitment fees to which such participant is entitled, extend any regularly scheduled payment date for principal or interest or release any of the Collateral.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations Loans 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 NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially in the 57 form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section § 19.4, the Borrowers 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 and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity and enforceability as if given on the Effective Date, in form and substance reasonably satisfactory to the LendersLenders who are the holders of such new Notes. The surrendered Notes shall be canceled held by Agent in escrow and shall be deemed cancelled and returned to Borrower simultaneously upon the Borrowersissuance and receipt by Agent of, and in exchange for, the New Notes.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, 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 Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4sect.17.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 reasonably satisfactory to the LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower. 17.5.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4(S)13.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the parties to such assignment, together with 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) 148 Business Days after receipt of notice of such noticeassignment from the Agent, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by assigned to such Eligible 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 in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be canceled and returned to the Borrowers.Borrower. Participations . Each Lender may sell participations to one or more Lenders or other entities in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation, rights granted to the Lenders under §§4.8, 4.9, 4.10 and 13, (c) such participation shall not entitle the participant to the right to approve waivers, amendments or modifications, (d) such participant shall have no direct rights against the Borrower, (e) such sale is effected in accordance with all Applicable Laws, and (f) such participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower and/or any Guarantor and shall not be a Defaulting Lender or an Affiliate of a Defaulting Lender; provided, however, such Lender may agree with the participant that it will not, without the consent of the participant, agree to (i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender (other than pursuant to an extension of the Revolving Credit Maturity Date pursuant to §2.12), (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon or (v) release any Guarantor or any material Collateral (except as otherwise permitted under this Agreement). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. 149

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignmentassignment (together with, together with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Obligors and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersObligors, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered NoteNote and/or Guaranty, a new Note to the order of of, and/or Guaranty in favor of, as the case may be, such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of of, and/or Guaranty in favor of, as the case may be, the assigning Lender Bank in an amount equal to the amount retained by it hereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered NotesNotes and surrendered Guaranties, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially in the form of the assigned NotesNotes and assigned Guaranties. Within five (5) days of issuance of any new Notes or new Guaranties pursuant to this Section 19.4SECTION 16.4, the Borrowers Obligors shall deliver an opinion of counsel, addressed to the Lenders Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the LendersBanks. The surrendered Notes and Guaranties shall be canceled and returned to the BorrowersObligors.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4ss.20.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with 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 Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4ss.18.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with 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 Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.417.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 reasonably satisfactory to the LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.411.3.4, the Borrowers 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 and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4sec.20.4, the Borrowers Borrower shall deliver an opinion of counsel (which counsel may be the Borrower's internal counsel), addressed to the Lenders 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 a form substantially similar to the opinions of counsel delivered on the Closing Date and otherwise in form and substance reasonably satisfactory to the LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Company and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4ss.20.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be in substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4ss.18.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with 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 Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, 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 and shall otherwise be substantially in the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.420.4, the Borrowers Borrower shall deliver an opinion of counsel, addressed to the Lenders 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 LendersBanks. The surrendered Notes shall be canceled and returned to the Borrowers.