Common use of Acceptance of Assignment and Assumption Clause in Contracts

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank and an Assignee, in exchange for the Notes subject to such assignment, together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Days after receipt of notice, the Borrower, at its own expense, 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 Assignee in a principal amount equal to the applicable Commitments and Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank has retained Commitments and Loans, a new Note or Notes to the order of such assigning Bank in a principal amount equal to the applicable Commitments and its Percentage Interest in the Loans retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.112.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the BorrowerCompany. Within five (5) Business Banking Days after receipt of notice, the BorrowerCompany, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or NotesNote, a new Note or Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and Loansportion of the Loan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesNote, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.113.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Banking Days after receipt of notice, the Borrower, at its their own expense, 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 Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, respectively, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.112.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Banking Days after receipt of notice, the Borrower, at its own expense, 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 Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).

Acceptance of Assignment and Assumption. Upon its receipt --------------------------------------- of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.113.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the BorrowerCompany. Within five (5) Business Banking Days after receipt of notice, the BorrowerCompany, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or NotesNote, a new Note or Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesNote, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance in the form of Exhibit F annexed hereto, executed by an assigning Bank Lender and an Assignee, in exchange for the Notes Revolver Note(s) subject to such assignment, together with the Note or Notes Revolver Note(s) subject to such assignment, and the processing and recordation fee referred to in Section 11.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five ten (510) Business Days days after receipt of notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or NotesRevolver Note(s), a new Note or Notes Revolver Note(s) to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments Commitment and Loans, a new Note or Notes Note(s) to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments and its Percentage Interest in the Loans retained by it. Such new Note or Notes Note(s) shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesNote(s), and shall be dated the date of the surrendered Note or Notes Note(s) which it or they replace. All such Notes Note(s) so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Xxxxxx and an Assignee, in exchange for Assignee (and any necessary consent of the Notes subject to such assignment, Administrative Agent and the Borrower) together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.111.1.1 and, to the extent necessary, the Revolving Note being assigned, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Banking Days after receipt of notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, Agent (in exchange for the surrendered Revolving Note if such Revolving Note must be surrendered or Notes, reissued as a result of such assignment) a new Revolving Note or Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if Acceptance. If the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new its Revolving Note or Notes shall be deemed to the order of such assigning Bank be then outstanding in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for Assignee together with the Notes Note subject to such assignment, together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.1 and (if required under clause (b) of Section 11.1.1) the written consent of the Company, the Administrative New York Managing Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the BorrowerCompany. Within five (5) Business Banking Days after receipt of notice, the BorrowerCompany, at its own expense, shall execute and deliver to the Administrative New York Managing Agent, in exchange for the surrendered Note or NotesNote, a new Note or Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesNote, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender, an Assignee and an Assigneethe Parent, in exchange for the Notes subject to such assignmentif applicable, together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.114.1.1, the Administrative Agent shall will (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register Register, and (c) give prompt notice thereof to the BorrowerBorrowers. Within five (5) Business Banking Days after receipt of notice, the BorrowerBorrowers, at its their own expense, shall will execute and deliver to the Administrative Agent, in exchange for the surrendered Note or NotesNote, a new Note or Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and a portion of the Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and a portion of the Loans, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in a portion of the Loans retained by it. Such Subject to the foregoing, such new Note or Notes shall will be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesNote, and shall will be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for Assignee (and any necessary consent of the Notes subject to such assignment, Axxxx xnd the Holding Company) together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Banking Days after receipt of notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or NotesNote, a new Note or Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesNote, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Revolving Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.113.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Banking Days after receipt of notice, the BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Revolving Notes, a new Note or Revolving Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Revolving Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansRevolving Loan, a new Note or Revolving Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Revolving Loan retained by it. Such new Note or Revolving Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Revolving Notes, respectively, and shall be dated the date of the surrendered Note or Revolving Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of --------------------------------------- a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.113.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Banking Days after receipt of notice, the Borrower, at its their own expense, 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 Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, respectively, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).

Acceptance of Assignment and Assumption. Upon its receipt of a --------------------------------------- completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for Assignee (and any necessary consent of the Notes subject to such assignment, Company) together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the BorrowerCompany. Within five (5) Business Banking Days after receipt of notice, the BorrowerCompany, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or NotesNote, a new Note or Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesNote, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of --------------------------------------- a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for Assignee (and any necessary consent of the Notes subject to such assignment, Company) together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the BorrowerCompany. Within five (5) Business Banking Days after receipt of notice, the BorrowerCompany, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or NotesNote, a new Note or Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesNote, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.112.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the BorrowerBorrowers. Within five (5) Business Banking Days after receipt of notice, the BorrowerBorrowers, at its their own expense, 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 Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, and shall be dated the date of the surrendered Note or Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Revolving Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.112.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Banking Days after receipt of notice, the BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Revolving Notes, a new Note or Revolving Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Revolving Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansRevolving Loan, a new Note or Revolving Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Revolving Loan retained by it. Such new Note or Revolving Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Revolving Notes, respectively, and shall be dated the date of the surrendered Note or Revolving Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s)replaces.

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for the Notes subject to such assignment, Assignee together with the Note or Revolving Notes subject to such assignment, and the processing and recordation fee referred to in Section 11.1.112.1.1, the Administrative Agent shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register and (c) give prompt notice thereof to the Borrower. Within five (5) Business Banking Days after receipt of notice, the BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Revolving Notes, a new Note or Revolving Notes to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Revolving Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansRevolving Loan, a new Note or Revolving Notes to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Revolving Loan retained by it. Such new Note or Revolving Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Revolving Notes, respectively, and shall be dated the date of the surrendered Note or Revolving Notes which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).

Acceptance of Assignment and Assumption. Upon its receipt of a completed Assignment and Acceptance executed by an assigning Bank Lender and an Assignee, in exchange for Assignee together with the Notes Debentures subject to such assignment, together with the Note or Notes assignment and subject to such assignment, and the processing and recordation fee referred to in Section 11.1.1compliance with applicable laws, the Administrative Agent Borrower shall (a) accept such Assignment and Acceptance, (b) record the information contained therein in the Register Register, and (c) give prompt notice thereof to the Borrowernon-assigning Lenders. Within five (5) Business Days after receipt of notice, the Borrower, at its own expense, shall execute and deliver to the Administrative AgentAssignee, in exchange for the surrendered Note or NotesDebentures, a new Note or Notes Debentures to the order of such Assignee in a principal amount equal to the applicable Commitments Commitment and Loans Loan assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has retained Commitments a Commitment and LoansLoan, a new Note or Notes Debentures to the order of such assigning Bank Lender in a principal amount equal to the applicable Commitments Commitment and its Percentage Interest in the Loans Loan retained by it. Such new Note or Notes Debentures shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or NotesDebentures, and shall be dated the date dates of the surrendered Note or Notes Debentures which it or they replace. All such Notes so replaced shall be delivered by the Administrative Agent to the Borrower or, alternatively, at such Administrative Agent's election, marked appropriately to evidence the replacement thereof by such replacement Note(s).