Common use of New Notes Clause in Contracts

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnology, 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lender. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five (5) days of issuance of such new Notes pursuant to this Section 20.4, TransTechnology shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the 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 effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes shall be cancelled and returned to TransTechnology.

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 (i) record the information contained therein in the Note Register, and (ii) give prompt notice thereof to TransTechnology the Company and the Lenders Holders (other than the assigning LenderHolder). Within five (5) Business Days after receipt of such notice, TransTechnologythe Company, 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 79 -73- pursuant to such Assignment and Acceptance and, if the assigning Lender Holder has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Holder in an amount equal to the amount of the Loans retained by it hereunder as a Lenderit. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Administrative Agent, within five (5) days of issuance of such new Notes pursuant to this Section 20.4, TransTechnology the Company shall deliver an opinion of counsel, which may be the general counsel of TransTechnologythe Company, addressed to the recipients of the new Notes and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Administrative Agent and the Administrative Agent's Special Counsel. The surrendered Notes shall be cancelled and returned to TransTechnologythe Company.

New Notes. Upon its receipt of an Assignment and Acceptance executed by --------------- the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Company and the Lenders (other than the assigning Lender). Within five seven (57) Business Banking Days after receipt of such notice, TransTechnologythe Company, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five Within seven (57) days Banking Days of issuance of such any new Notes pursuant to this Section 20.4subsection 14.15, TransTechnology if so requested by ---------------- the Agent the Company shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, substantially in the same form and substance satisfactory to as the recipients corresponding portion of the new Notes, legal opinion delivered on the Agent and the Agent's Special CounselClosing Date. The surrendered Notes shall be cancelled canceled and returned to TransTechnologythe Company. 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 Managing Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrowers and the Lenders (other than the assigning LenderLenders). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4(S)19.4, TransTechnology the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the AgentAgents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, ; in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled canceled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignmentassignment (together with, together with respect to Loans, each Note subject to such assignment, and with respect to the Bond, each of the Guaranties subject to such assignment), the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Obligors and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Obligors, at its their own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered NoteNote and/or Guaranty, a new Note to the order of of, and/or Guaranty in favor of, as the case may be, such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of of, and/or Guaranty in favor of, as the case may be, the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes and new Guaranties shall provide that they are replacements for the surrendered NotesNotes and surrendered Guaranties, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes and assigned Guaranties. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes or new Guaranties pursuant to this Section 20.4SECTION 16.4, TransTechnology the Obligors shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and new Guaranties and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes and Guaranties shall be cancelled canceled and returned to TransTechnologythe Obligors.

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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five Within twenty (520) days of Business Days after issuance of such any new Notes pursuant to this Section 20.411.8, TransTechnology the Borrower shall deliver deliver, upon the request of the assignee Lender, an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered NoteNote in the case of an assignment, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunderhereunder in the case of an assignment, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.20.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled canceled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations Loans hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.18.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes 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 Closing Date, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrowers and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such noticenotice and delivery of new Notes to the Borrowers for execution, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five Within ten (510) days Business Days of issuance of such any new Notes pursuant to this Section 20.419.4, TransTechnology the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance reasonably satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.21.4, TransTechnology shall the Borrower shall, upon the request of the Agent, deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.18.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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) or Instrument of Accession, as the case may be, executed by the parties thereto the Administrative Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrowers and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee or Acceding Bank, as the case may be, in an amount equal to the amount assumed by such Eligible Assignee or Acceding Bank, as the case may be, pursuant to such Assignment and Acceptance or Instrument of Accession, as the case may be, and, in the event of an assignment, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.20.4, TransTechnology the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially in the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.415.15.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled canceled and returned to TransTechnologythe 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) or Instrument of Accession, as the case may be, executed by the parties thereto the Administrative Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its their own expense, shall execute and deliver to the Agent Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee or Acceding Bank, as the case may be, in an amount equal to the amount assumed by such Eligible Assignee or Acceding Bank, as the case may be, pursuant to such Assignment and Acceptance or Instrument of Adherence, as the case may be, and, in the event of an assignment, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.17.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrowers, and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall shall, in respect of U.S. Loans only, execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially in the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.422.5, TransTechnology the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders, and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled canceled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrowers and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent 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 Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such Each new Notes Note shall provide that they are replacements it is a replacement for the surrendered NotesNote, that it does not constitute a novation or discharge thereof and that it shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered NotesNote, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNote. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4SECTION 19.4, TransTechnology the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Company and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Company, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.49.4, TransTechnology the Company shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe Company.

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) or Instrument of Accession, as the case may be, executed by the parties thereto the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee or Acceding Bank, as the case may be, in an amount equal to the amount assumed by such Eligible Assignee or Acceding Bank, as the case may be, pursuant to such Assignment and Acceptance or Instrument of Accession, as the case may be, and, in the event of an assignment, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.20.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations Loans hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.18.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes 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 recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of any Lender, the recipient of new Notes or the Agent, Borrower shall within five (5) days of the issuance of such any new Notes pursuant to this Section 20.417.4, TransTechnology shall at the requesting Lender's expense, deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the AgentAgents, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations Loans hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.418.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity, enforceability and priority as if given on the Closing Date, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt written notice thereof to TransTechnology Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such written notice, TransTechnologyBorrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five Within fifteen (515) days Business Days of issuance of such any new Notes pursuant to this Section 20.423.3, TransTechnology Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologyBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologyBorrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations Loans hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4, TransTechnology shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the 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 effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes shall be cancelled and returned to TransTechnology.this

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations Loans hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5S) days of issuance of such any new Notes pursuant to this Section 20.418.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes 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 recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrowers and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe applicable Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender US Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender US Bank in an amount the amounts equal to the amount amounts retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4(S)20.4, TransTechnology the applicable Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed provide a certificate to the recipients of assignee Bank and the assignor Bank, if applicable, entitling such Banks to rely with respect to the new Notes and on the Agent, relating to resolutions authorizing the due authorization, execution and delivery of such new the surrendered Notes as conclusively authorizing the execution and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients delivery of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender Bank has retained maintained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.417.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed and acceptable to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity validity, enforceability and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially in the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4sec.20.4, TransTechnology the Borrower shall deliver an opinion of counsel, counsel (which counsel may be the general counsel of TransTechnologyBorrower's internal counsel), addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in a form substantially similar to the opinions of counsel delivered on the Closing Date and otherwise in form and substance reasonably satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Company and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.20.4, TransTechnology the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Company and the Lenders (other than the assigning Lender). Within five seven (57) Business Banking Days after receipt of such notice, TransTechnologythe Company, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five Within seven (57) days Banking Days of issuance of such any new Notes pursuant to this Section 20.4subsection 14.15, TransTechnology if so requested by the Agent the Company shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, substantially in the same form and substance satisfactory to as the recipients corresponding portion of the new Notes, legal opinion delivered on the Agent and the Agent's Special CounselClosing Date. The surrendered Notes shall be cancelled canceled and returned to TransTechnologythe Company. 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 (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its its, own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered NoteNote or Notes, a new Note or Notes to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.417.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance 103 satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five Within twenty (520) days of Business Days after issuance of such any new Notes pursuant to this Section 20.4§17.8, TransTechnology the Borrower shall deliver deliver, upon the request of and at the sole expense of the assignee Lender, an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the 96 -88- form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.416.4, TransTechnology the Borrower shall deliver upon the request of the assignee Lender an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section §20.4, TransTechnology the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

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 (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Domestic Borrowers, at its their own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lender. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment assignment and Acceptance acceptance agreement and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five (5) days of issuance of such new Notes pursuant to this Section section 20.4, TransTechnology the Domestic Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, ICT addressed to the 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 effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes shall be cancelled canceled and returned to TransTechnologyICT.

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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.16.4, TransTechnology shall the Borrowers shalL deliver upon the request of the assignee Lender an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations Loans hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4(S)18.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes 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 recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within five Within twenty (520) days of Business Days after issuance of such any new Notes pursuant to this Section 20.4§17.8, TransTechnology the Borrower shall deliver deliver, upon the request of the assignee Lender, an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologyBorrower, at its their own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained maintained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of Business Days upon request, following issuance of such any new Notes pursuant to this Section 20.4§18.4, TransTechnology Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity validity, enforceability and binding effect thereof, in form thereof and substance satisfactory the applicability of the Guaranties to the recipients of the new Notes, the Agent and the Agent's Special CounselNote. The surrendered Notes shall be cancelled canceled and returned to TransTechnologyBorrower.

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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologyeach of the Borrowers, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Revolving Credit Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Revolving Credit Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Revolving Credit Notes. Upon To the request of extent requested by an Assignee, the recipient of new Notes or the AgentBorrowers shall, within five (5) days of issuance of such any new Revolving Credit Notes pursuant to this Section 20.415.4, TransTechnology shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes 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 effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Revolving Credit Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by --------- the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, As soon as reasonably practicable but in any event within five thirty (530) days of issuance of such any new Notes pursuant to this Section 20.4(S)22.4, TransTechnology the Borrower shall deliver an opinion of counsel, counsel (which may be the general counsel General Counsel of TransTechnologythe Borrower), addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled canceled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained maintained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.417.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed and acceptable to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity validity, enforceability and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special Counsel. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially in the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.419.4, TransTechnology the Borrower shall deliver an opinion of counsel, counsel (which counsel may be the general counsel of TransTechnologyBorrower's internal counsel), addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in a form substantially similar to the opinions of counsel delivered on the Closing Date and otherwise in form and substance reasonably satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations Loans hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4ss.18.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes 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 recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations Loans hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.418.4, TransTechnology the Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity, enforceability and priority as if given on the Effective Date, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe 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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrower, at its own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of -115- after the issuance of such any new Notes pursuant to this Section 20.414.4, TransTechnology shall the Borrower shall, at its reasonable expense, deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and validity, binding effect and enforceability thereof, in form and substance reasonably satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselBanks. The surrendered Notes shall be cancelled canceled and returned to TransTechnologythe 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 (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology the Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent Administrative Agent, in exchange for each surrendered Note, a new Note or Notes to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Note or Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Note or Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4SECTION 18.4, TransTechnology if requested by the assignor or assignee Lender, the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Note or Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Lead Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologyBorrower, at its own expense, shall execute and deliver to the Agent 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 Lender has retained maintained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned NotesNotes delivered at the time of execution of this Agreement. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of Business Days upon request, following issuance of such any new Notes pursuant to this Section 20.418.4, TransTechnology Borrower shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Lead Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity validity, enforceability and binding effect thereof, in form thereof and substance satisfactory the applicability of the Guaranties to the recipients of the new Notes, the Agent and the Agent's Special CounselNote. The surrendered Notes shall be cancelled canceled and returned to TransTechnologyBorrower.

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 (i) record the information contained therein in the Register, and (ii) give prompt notice thereof to TransTechnology and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnology, 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the 106 amount retained by it hereunder as a Lender. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Administrative Agent, within five (5) days of issuance of such new Notes pursuant to this Section 20.4, TransTechnology shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Administrative Agent and the Administrative Agent's Special Counsel. The surrendered Notes shall be cancelled and returned to TransTechnology.

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 (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent 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 Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.415.4, TransTechnology the Borrowers shall deliver upon the request of the assignee Lender an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ia) record the information contained therein in the Register, and (iib) give prompt notice thereof to TransTechnology the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, TransTechnologythe Borrowers, at its their own expense, shall execute and deliver to the Agent Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee or if requested, Eligible Canadian Assignee, as the case may be, in an amount equal to the amount assumed by such Eligible Assignee or Eligible Canadian Assignee, as the case may be, pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the amount retained by it hereunder as a Lenderhereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be substantially the form of the assigned Notes. Upon the request of the recipient of new Notes or the Agent, within Within five (5) days of issuance of such any new Notes pursuant to this Section 20.4, TransTechnology upon the request of the holders of such New Notes the Borrowers shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed to the recipients of the new Notes Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the recipients of the new Notes, the Agent and the Agent's Special CounselLenders. The surrendered Notes shall be cancelled and returned to TransTechnologythe Borrowers.