Common use of New Notes Clause in Contracts

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has maintained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreement. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability and binding effect thereof. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank)Borrower. Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five twenty (520) days of Business Days after issuance of any new Notes pursuant to this Section 17.4§17.8, the Borrower shall deliver deliver, upon the request of and at the sole expense of the assignee Lender, an opinion of counsel, addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrower. §17.9.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower TransTechnology and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerTransTechnology, 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 Bank Lender has maintained retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunderhereunder as a Lender. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 delivered at or the time of execution of this Agreement. Within Agent, within five (5) days of issuance of any such new Notes pursuant to this Section 17.420.4, the Borrower TransTechnology shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed and acceptable to the Banks recipients of the new Notes and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability 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 the BorrowerTransTechnology.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4ss.19.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled canceled and returned to the BorrowerBorrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerBorrowers, at its their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4§20.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the BorrowerBorrowers.

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

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt written notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such written notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five fifteen (515) days Business Days of issuance of any new Notes pursuant to this Section 17.423.3, the Borrower shall deliver an opinion of counsel, addressed to Lenders and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to Lenders. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such noticenotice and delivery of new Notes to the Borrowers for execution, the BorrowerBorrowers, at its their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, 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 Notes delivered at the time of execution of this Agreementassigned Notes. Within five ten (510) days Business Days of issuance of any new Notes pursuant to this Section 17.419.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance reasonably satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowerBorrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4ss.18.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed --------- by the parties to such assignment, together with each Revolving Credit Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, each of the BorrowerBorrowers, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Revolving Credit Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at assigned Revolving Credit Notes. To the time of execution of this Agreement. Within extent requested by an Assignee, the Borrowers shall, within five (5) days of issuance of any new Revolving Credit Notes pursuant to this Section 17.415.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Revolving Credit Notes shall be cancelled and returned to the BorrowerBorrowers.

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

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five twenty (520) days of Business Days after issuance of any new Notes pursuant to this Section 17.4§17.8, the Borrower shall deliver deliver, upon the request of the assignee Lender, an opinion of counsel, addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrower. §17.9.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has maintained retained some portion of its obligations Loans hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5S) days of issuance of any new Notes pursuant to this Section 17.418.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding non-preferential effect thereof, and that the Obligations evidenced by the new Notes are secured by the Collateral with the same validity, enforceability and binding effect thereofpriority as if given on the Effective Date, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the Borrower. 18.5.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations Loans hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the 57 form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4§ 19.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity and enforceability as if given on the Effective Date, in form and substance reasonably satisfactory to the Lenders who are the holders of such new Notes. The surrendered Notes shall be held by Agent in escrow and shall be deemed cancelled and returned to Borrower simultaneously upon the Borrowerissuance and receipt by Agent of, and in exchange for, the New Notes.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has maintained retained some portion of its obligations Loans hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.418.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity, enforceability and binding effect thereofpriority as if given on the Closing Date, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerBorrowers, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4ss.20.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the BorrowerBorrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Lead Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Lead Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreement. Within five (5) days of Business Days upon request, following issuance of any new Notes pursuant to this Section 17.418.4, the Borrower shall deliver an opinion of counsel, addressed to Lenders and acceptable to the Banks and the Lead Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability and binding effect thereofthereof and the applicability of the Guaranties to the new Note. The surrendered Notes shall be cancelled canceled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment assignment and Acceptance acceptance agreement executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Borrowers and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerDomestic Borrowers, at its their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment assignment and Acceptance acceptance agreement and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunderhereunder as a Lender. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment in assignment and Acceptance acceptance agreement and shall otherwise be in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes delivered at or the time of execution of this Agreement. Within Agent, within five (5) days of issuance of any such new Notes pursuant to this Section 17.4section 20.4, the Borrower Domestic Borrowers shall deliver an opinion of counsel, which may be the general counsel of ICT addressed and acceptable to the Banks recipients of the new Notes and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability 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 the BorrowerICT.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower Borrowers and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the BorrowerBorrowers, at its their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. 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 Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Note. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4SECTION 19.4, the Borrower Borrowers shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowerBorrowers.

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

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be substantially in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.419.4, the Borrower shall deliver an opinion of counsel (which counsel may be the Borrower's internal counsel), addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability 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 Lenders. The surrendered Notes shall be cancelled and returned to the Borrower. 19.5.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.411.3.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders receiving such new Notes and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to such Lenders. The surrendered Notes shall be cancelled and returned to the Borrower. If the opinion letter required by this Section is issued at such time as there is outstanding no Event of Default, the Lenders receiving such opinion letter shall pay the Borrower’s reasonable cost and expenses of obtaining such opinion letter; and during such time as there is outstanding an Event of Default the cost and expenses of obtaining such opinion letter shall be borne by the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its their own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreement. Within five (5) days of Business Days upon request, following issuance of any new Notes pursuant to this Section 17.4§18.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability and binding effect thereofthereof and the applicability of the Guaranties to the new Note. The surrendered Notes shall be cancelled canceled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Revolving Credit Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has maintained retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit 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 Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Revolving Credit Notes. Within five (5) days of issuance of any new Revolving Credit Notes pursuant to this Section 17.4ss.19.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Revolving Credit Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Revolving Credit Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower TransTechnology and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the BorrowerTransTechnology, 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 Bank Lender has maintained retained some portion of its obligations hereunder, a new Note or Notes to the order of the assigning Bank Lender in an amount equal to the 106 amount retained by it hereunderhereunder 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 in substantially the form of the assigned Notes. Upon the request of the recipient of new Notes delivered at or the time of execution of this Agreement. Within Administrative Agent, within five (5) days of issuance of any such new Notes pursuant to this Section 17.420.4, the Borrower TransTechnology shall deliver an opinion of counsel, which may be the general counsel of TransTechnology, addressed and acceptable to the Banks 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, enforceability 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 the BorrowerTransTechnology.

New Notes. Upon its receipt of an Assignment and Acceptance Assumption executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five Unless done simultaneously with the Assignment and Assumption, within two (52) Business Days after receipt of such notice, the Borrower, at its own expense, (i) shall execute and deliver to the Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note and Swingline Note or Bid Rate Note, if applicable, 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 Assumption and, if the assigning Bank has maintained retained some portion of its obligations hereunder, a new Revolving Credit Note and other Note, if applicable, to the order of the assigning Bank in an amount equal to the amount retained by it hereunderhereunder and (ii) shall deliver an opinion from counsel to the Borrower in substantially the form delivered on the Closing Date pursuant to Section 12.9 as to such new Notes. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance Assumption and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreement. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability and binding effect thereofassigned Notes. The surrendered Notes shall be cancelled canceled and returned to the Borrower.

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

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee assignee in an amount equal to the amount assumed by such Eligible Assignee assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five twenty (520) days of Business Days after issuance of any new Notes pursuant to this Section 17.4§17.8, the Borrower shall deliver deliver, upon the request of and at the sole expense of the assignee Lender, an opinion of counsel, addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrower. §17.9.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Company and the Banks Lenders (other than the assigning BankLender). Within five seven (57) Business Banking Days after receipt of such notice, the BorrowerCompany, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five seven (57) days Banking Days of issuance of any new Notes pursuant to this Section 17.4subsection 14.15, if so requested by the Borrower Agent the Company shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, substantially in the same form as the corresponding portion of the legal opinion delivered on the Closing Date. The surrendered Notes shall be cancelled canceled and returned to the BorrowerCompany. The Company shall be reimbursed for reasonable expenses incurred in connection with obtaining such opinion of counsel.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five twenty (520) days of Business Days after issuance of any new Notes pursuant to this Section 17.411.8, the Borrower shall deliver deliver, upon the request of the assignee Lender, an opinion of counsel, addressed and acceptable to the Banks Lenders and the Administrative Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Revolving Credit Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks (other than the assigning Bank). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank has maintained retained some portion of its obligations hereunder, a new Revolving Credit Note to the order of the assigning Bank in an amount equal to the amount retained by it hereunder. Such new Revolving Credit Notes shall provide that they are replacements for the surrendered Revolving Credit 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 Notes delivered at the time of execution of this Agreement. Within five (5) days of issuance of any new Notes pursuant to this Section 17.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability and binding effect thereofassigned Revolving Credit Notes. The surrendered Revolving Credit Notes shall be cancelled and returned to the Borrower. such Bank as it relates to such participant, reduce the amount of any commitment fees or Letter of Credit Fees to which such participant is entitled or extend any regularly scheduled payment date for principal or interest.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrower and the Banks Lenders (other than the assigning BankLender). Within five (5) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations Loans hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered NotesNotes and that they do not constitute a novation, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 17.418.4, the Borrower shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, and that the Obligations evidenced by the new Notes have the same validity, enforceability and binding effect thereofpriority as if given on the Effective Date, in form and substance satisfactory to the Lenders. The surrendered Notes shall be cancelled and returned to the Borrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by --------------- the parties to such assignment, together with each Note subject to such assignment, the Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrower Company and the Banks Lenders (other than the assigning BankLender). Within five seven (57) Business Banking Days after receipt of such notice, the BorrowerCompany, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the amount assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank Lender has maintained retained some portion of its obligations hereunder, a new Note to the order of the assigning Bank Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the Notes delivered at the time of execution of this Agreementassigned Notes. Within five seven (57) days Banking Days of issuance of any new Notes pursuant to this Section 17.4subsection 14.15, if so requested by ---------------- the Borrower Agent the Company shall deliver an opinion of counsel, addressed and acceptable to the Banks Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity, enforceability validity and binding effect thereof, substantially in the same form as the corresponding portion of the legal opinion delivered on the Closing Date. The surrendered Notes shall be cancelled canceled and returned to the BorrowerCompany. The Company shall be reimbursed for reasonable expenses incurred in connection with obtaining such opinion of counsel.