Common use of Issuance of New Notes Clause in Contracts

Issuance of New Notes. Upon its receipt of an Assignment and Assumption executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and Assumption; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iv) promptly deliver a copy of such Assignment and Assumption to the Company. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Company.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GH hereto: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrower; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrower. Within five (5) Business Days after receipt of notice, the Borrowers Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it such Eligible Assignee pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrower.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GH attached hereto: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrowers; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Term Loan Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Term Loan Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Company.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GH: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. 76 Within five (5) Business Days after receipt of notice, the Borrowers Company shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Company.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GF: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and Cornerstone, on behalf of the CompanyBorrowers; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to Cornerstone, on behalf of the CompanyBorrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to Cornerstone, on behalf of the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GJ: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrower; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrower. Within five (5) Business Days after receipt of notice, the Borrowers Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment Loans assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrower.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent 77 shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyCCA REIT; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyCCA REIT. Within five (5) Business Days after receipt by CCA REIT of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyCCA REIT.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GH: (i1) accept such Assignment and AssumptionAcceptance; (ii2) record the information contained therein in the Register; (iii3) give prompt notice thereof to the Lenders and the CompanyBorrowers; and (iv4) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. Within five Borrowers. (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G"P": (i1) accept such Assignment and AssumptionAcceptance; (ii2) record the information contained therein in the Register; (iii3) give prompt notice thereof to the Lenders and the CompanyBorrowers; and (iv4) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. Within five Borrowers. (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder, if any. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GF: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrowers; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee assignee together with any Note or Notes (if applicable) requested by or on behalf of such assignee subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GF: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iviii) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrower. Within If requested by or on behalf of such assignee, within five (5) Business Days after receipt of notice, the Borrowers Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) assignee in amounts equal to the Commitment Loans assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) Lender, if requested, in an amount equal to the Commitment Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrower.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GSchedule 12.10: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Company.. 104

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit EXHIBIT G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrowers; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrowers. 105 Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment (or aggregate principal amount of Loans, if no Commitment is assumed) assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment (or aggregate principal amount of Loans, if no Commitment is retained) retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption ASSIGNMENT AND ACCEPTANCE executed by an assigning Lender LENDER and an Eligible Assignee ELIGIBLE ASSIGNEE together with any Note NOTE or Notes (if applicable) NOTES subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent ADMINISTRATIVE AGENT shall, if such Assignment and Assumption ASSIGNMENT AND ACCEPTANCE has been completed and is substantially in the form of Exhibit GJ: (i) accept such Assignment and AssumptionASSIGNMENT AND ACCEPTANCE; (ii) record the information contained therein in the RegisterREGISTER; (iii) give prompt notice thereof to the Lenders LENDERS, the ISSUING BANK, and the CompanyBORROWER; and (iv) promptly deliver a copy of such Assignment and Assumption ASSIGNMENT AND ACCEPTANCE to the CompanyBORROWER. Within five (5) Business Days BUSINESS DAYS after receipt of notice, the Borrowers BORROWER shall execute and deliver to the Administrative AgentADMINISTRATIVE AGENT, in exchange for the surrendered Note NOTE or NotesNOTES, a new Note NOTE or Notes NOTES to the order of such Eligible Assignee (to the extent requested thereby) ELIGIBLE ASSIGNEE in amounts equal to the Commitment COMMITMENT assumed by it pursuant to such Assignment and Assumption ASSIGNMENT AND ACCEPTANCE and a new Note NOTE or Notes NOTES to the order of the assigning Lender (to the extent requested thereby) LENDER in an amount equal to the Commitment COMMITMENT retained by it hereunder. Such new Note NOTE or Notes NOTES shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note NOTE or NotesNOTES, shall be dated the effective date of such Assignment and Assumption ASSIGNMENT AND ACCEPTANCE and shall otherwise be in substantially the form of the assigned Notes NOTES delivered to the assigning LenderLENDER. Each surrendered Note NOTE or Notes NOTES shall be canceled and returned to the CompanyBORROWER.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrower; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrower. Within five ten (510) Business Days after receipt of notice, the Borrowers Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to 77 83 the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrower.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee Assignee, together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) Assignee, in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance, and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit GF: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and Cornerstone, on behalf of the CompanyBorrowers; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to Cornerstone, on behalf of the CompanyBorrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to Cornerstone, on behalf of the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment --------------------- and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G:: --------- (i1) accept such Assignment and AssumptionAcceptance; (ii2) record the information contained therein in the Register; (iii3) give prompt notice thereof to the Lenders and the CompanyBorrowers; and (iv4) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. Within five Borrowers. (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Revolving Commitment and Term Loan Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Revolving Commitment and Term Loan Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrowers.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption executed by an assigning Lender and another Lender, an Approved Fund, an Affiliate of a Lender or an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and Assumption; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iv) promptly deliver a copy of such Assignment and Assumption to the Company. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Lender, Approved Fund, Affiliate of a Lender or Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Company.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Company.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrower; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrower. Within five (5) Business Days after receipt of notice, the Borrowers Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment Loans assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrower.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignmentassignment as provided in Section 13.10(b), the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrower; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrower. Within five (5) Business Days after receipt of noticea copy of such Assignment and Acceptance, the Borrowers Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrower.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: : (i) accept such Assignment and Assumption; Acceptance; (ii) record the information contained therein in the Register; ; (iii) give prompt notice thereof to the Lenders and the CompanyBorrower; and and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyBorrower. Within five (5) Business Days after receipt of notice, the Borrowers Borrower shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment Loans assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrower.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyPZN; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyPZN. Within five (5) Business Days after receipt by PZN of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Company.Acceptance and

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the Company; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the Company. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Company.

Issuance of New Notes. Upon its receipt of an Assignment and Assumption Acceptance executed by an assigning Lender and an Eligible Assignee together with any Note or Notes (if applicable) subject to such assignment and (if applicable) the written consent to such assignment, the Administrative Agent shall, if such Assignment and Assumption Acceptance has been completed and is substantially in the form of Exhibit G: (i) accept such Assignment and AssumptionAcceptance; (ii) record the information contained therein in the Register; (iii) give prompt notice thereof to the Lenders and the CompanyBorrowers; and (iv) promptly deliver a copy of such Assignment and Assumption Acceptance to the CompanyParent, on behalf of the Borrowers. Within five (5) Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee (to the extent requested thereby) in amounts equal to the Commitment assumed by it pursuant to such Assignment and Assumption Acceptance and a new Note or Notes to the order of the assigning Lender (to the extent requested thereby) in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the CompanyBorrowers.