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 (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 such notice, the Borrower, at 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 Bank has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes 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 the form of the assigned Notes. Within five (S) days of issuance of any new Notes pursuant to this 18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the 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 Managing Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLenders). Within five (5) Business Days after receipt of such notice, the BorrowerBorrowers, at its their own expense, shall execute and deliver to the Managing 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 Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4(S)19.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed to the Banks Lenders and the AgentAgents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, ; in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled canceled and returned to the BorrowerBorrowers.

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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerBorrowers, at its 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 Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4§20.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the BorrowerBorrowers.

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 Lead Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Lead 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 Bank Lender has retained maintained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Within five (S5) days of Business Days upon request, following issuance of any new Notes pursuant to this Section 18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Lead Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on binding effect thereof and the Effective Date, in form and substance satisfactory applicability of the Guaranties to the Banksnew Note. The surrendered Notes shall be cancelled canceled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at 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 Bank Lender has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes 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 the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4§ 19.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with have the same validity, validity and enforceability and priority as if given on the Effective Date, in form and substance reasonably satisfactory to the BanksLenders who are the holders of such new Notes. The surrendered Notes shall be held by Agent in escrow and shall be deemed cancelled and returned to Borrower simultaneously upon the Borrowerissuance 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at 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 Bank Lender has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes 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 the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4ss.18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt written notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such written notice, the Borrower, at 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 Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five fifteen (S15) days Business Days of issuance of any new Notes pursuant to this 18.4Section 23.3, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five twenty (S20) days of Business Days after issuance of any new Notes pursuant to this 18.4§17.8, the Borrower shall deliver deliver, upon the request of and at the sole expense of the assignee Lender, an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the 96 -88- form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4Section 16.4, the Borrower shall deliver upon the request of the assignee Lender an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at 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 Bank Lender has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes 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 the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this Section 18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with have the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 (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 such notice, the Borrower, at 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 andAcceptance, and if the assigning Bank has retained maintained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Within five (S5) days of issuance of any new Notes pursuant to this 18.4Section 17.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the Banksbinding effect thereof. The surrendered Notes shall be cancelled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower Company and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the BorrowerCompany, at 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 Bank has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate /104 principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.49.4, the Borrower Company shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowerCompany.

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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such noticenotice and delivery of new Notes to the Borrowers for execution, the BorrowerBorrowers, at its 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 Bank has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five ten (S10) days Business Days of issuance of any new Notes pursuant to this 18.4Section 19.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance reasonably satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowerBorrowers.

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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at 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 Bank Lender has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes 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 the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4ss.18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment assignment and Acceptance acceptance agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerDomestic Borrowers, at its 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 assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment assignment and Acceptance acceptance agreement and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunderhereunder as a Lender. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment in assignment and Acceptance acceptance agreement and shall otherwise be in substantially the form of the assigned Notes. Within Upon the request of the recipient of new Notes or the Agent, within five (S5) days of issuance of any such new Notes pursuant to this 18.4section 20.4, the Borrower Domestic Borrowers shall deliver an opinion of counsel, which may be the general counsel of ICT addressed to the Banks recipients of the new Notes and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the Banksrecipients of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes shall be cancelled canceled and returned to the BorrowerICT.

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 (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 such notice, the Borrower, at 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 Bank has retained maintained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Within five (S5) days of issuance of any new Notes pursuant to this 18.4Section 17.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the Banksbinding effect thereof. The surrendered Notes shall be cancelled and returned to the 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 Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within Upon the request of any Lender, the Borrower shall within five (S5) days of the issuance of any new Notes pursuant to this 18.4Section 17.4, at the Borrower shall requesting Lender's expense, deliver an opinion of counsel, addressed to the Banks Lenders and the AgentAgents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance 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 Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, each of the BorrowerBorrowers, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Revolving Credit Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes. Within To the extent requested by an Assignee, the Borrowers shall, within five (S5) days of issuance of any new Revolving Credit Notes pursuant to this 18.4Section 15.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Revolving Credit Notes shall be cancelled and returned to the BorrowerBorrowers.

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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its 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 Bank Lender has retained maintained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Within five (S5) days of Business Days upon request, following issuance of any new Notes pursuant to this §18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on binding effect thereof and the Effective Date, in form and substance satisfactory applicability of the Guaranties to the Banksnew Note. The surrendered Notes shall be cancelled canceled and returned to the 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 Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerBorrowers, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4ss.20.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the BorrowerBorrowers.

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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at 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 Bank Lender has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes 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 the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4ss.18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Closing Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 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)Borrower. Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five twenty (S20) days of Business Days after issuance of any new Notes pursuant to this 18.4§17.8, the Borrower shall deliver deliver, upon the request of and at the sole expense of the assignee Lender, an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at 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 Bank Lender has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes 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 the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4(S)18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five twenty (S20) days of Business Days after issuance of any new Notes pursuant to this 18.4§17.8, the Borrower shall deliver deliver, upon the request of the assignee Lender, an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 (ai) record the information contained therein in the Register, Register and (bii) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at 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 Agreement and, if the assigning Bank Lender has retained maintained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, 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 (S5) days Business Days of issuance of any new Notes pursuant to this 18.4Article 14, the Borrower shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the Banksbinding effect thereof. The surrendered Notes shall be cancelled canceled and returned to the 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 (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Company and the Banks Lenders (other than the assigning BankLender). Within five seven (57) Business Banking Days after receipt of such notice, the BorrowerCompany, at 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 Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five seven (S7) days Banking Days of issuance of any new Notes pursuant to this 18.4subsection 14.15, if so requested by ---------------- the Borrower Agent the Company shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with substantially in the same validity, enforceability and priority form as if given the corresponding portion of the legal opinion delivered on the Effective Closing Date, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled canceled and returned to the BorrowerCompany. 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 (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Company and the Banks Lenders (other than the assigning BankLender). Within five seven (57) Business Banking Days after receipt of such notice, the BorrowerCompany, at 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 Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five seven (S7) days Banking Days of issuance of any new Notes pursuant to this 18.4subsection 14.15, if so requested by the Borrower Agent the Company shall deliver an opinion of counsel, addressed to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with substantially in the same validity, enforceability and priority form as if given the corresponding portion of the legal opinion delivered on the Effective Closing Date, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled canceled and returned to the BorrowerCompany. 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 Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five twenty (S20) days of Business Days after issuance of any new Notes pursuant to this 18.4Section 11.8, the Borrower shall deliver deliver, upon the request of the assignee Lender, an opinion of counsel, addressed to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksLenders. The surrendered Notes shall be cancelled and returned to the 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 (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 such notice, the Borrower, at 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 Bank has retained some portion of its Loans hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes 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 the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with have the same validity, enforceability and priority as if given on the Effective Closing Date, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at 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 Bank Lender has retained maintained some portion of its Loans obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Within five (S5) days of issuance of any new Notes pursuant to this Section 18.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders 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, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the Banksbinding effect thereof. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance --------- 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 Borrower Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the applicable Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each the surrendered NoteNotes, a new Note Notes to the order of such the US Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning US Bank has retained some portion of its Loans obligations hereunder, a new Note or Notes to the order of the assigning 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 and that they do not constitute a novationNotes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five (S5) days of issuance of any new Notes pursuant to this 18.4(S)20.4, the Borrower applicable Borrowers shall deliver an opinion of counsel, addressed provide a certificate to the Banks assignee Bank and the Agentassignor Bank, relating if applicable, entitling such Banks to rely with respect to the due authorization, new Notes on the resolutions authorizing the execution and delivery of such new the surrendered Notes as conclusively authorizing the execution and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by delivery of the new Notes are secured by the Collateral with the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the BanksNotes. The surrendered Notes shall be cancelled and returned to the BorrowerBorrowers.