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 Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assignee, the Borrowers, at 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 Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their 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 Loans hereunder, a new Note to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each any 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 Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice and upon notice, if requested by the request of the Eligible Assignee, the BorrowersBorrower, at their 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, at the request of the Administrative Agent or the assigning Bank, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

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 Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assignee, the BorrowersThe Borrower, at their its own expense, shall shall, promptly upon its receipt thereof, execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 NotesNotes (after giving effect to any permanent reductions in the applicable Commitments), shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

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 Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their its own expense, shall shall, if applicable, execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignmentthereto, 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 Borrowers Borrowing Administrators and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the Domestic Borrowers and/or Foreign Borrowers, as applicable, at 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 Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 assigned Notes; provided, that any Foreign Revolving Credit Note issued by Lionbridge BV will not have a denomination of less than the Dollar Equivalent of EUR 50,000. The surrendered Notes shall be cancelled and returned to the BorrowersBorrowing Administrators.

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 Borrowers and the Lenders (other than the assigning Lender). Within five ten (510) Business Days days after receipt of such notice and upon the request of the Assigneenotice, the Borrowers, at 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 Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the 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 (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their its, own expense, shall execute and deliver to the Administrative 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. 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 assigned Notes. 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 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, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

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 Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assignee, the BorrowersBorrower, at their 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 Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

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 Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their 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 Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the 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 Page 109 assignment, the Administrative Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrowers Company, Hasbro SA and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersCompany and, solely with respect to the Hasbro SA Loans, Hasbro SA, each at their 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 Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersCompany.

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 Managing Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrowers Borrower and the Lenders (other than the assigning LenderLenders). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Administrative 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 to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

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 Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their 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 Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

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 Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their 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 Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its their receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent Agents shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Administrative AgentAgents, in exchange for against receipt of 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 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. 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance assignment executed by the parties to such assignment, together with each Note (if any) subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers Borrower and the Lenders (other than the 6231593.9\0334186 assigning Lender). Within five (5) Business Days after receipt of such notice notice, Borrower, upon Lender’s request and upon the request of the Assignee, the Borrowers, at their own Lender’s expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note Note, to the order of such Assignee assignee in an amount equal to the amount assumed by such Assignee assignee pursuant to such Assignment and Acceptance assignment and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note Note, to the order of the assigning 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 of the same category, 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 assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

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 Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning Lender). Within five (5) US or Canadian (as applicable) Business Days after receipt of such notice and upon the request of the Assigneenotice, the Borrowers, at 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 Assignee assignee in an amount equal to the amount assumed by such Assignee assignee pursuant to such Assignment and Acceptance Assumption and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 Assumption and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled and returned to the Borrowers.

New Notes. Upon its receipt of an Assignment and Acceptance assignment executed by the parties to such assignment, together with each Note (if any) subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice notice, Borrower, upon Lender’s request and upon the request of the Assignee, the Borrowers, at their own Lender’s expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Revolving Loan Note payable to the order of such Assignee assignee in an amount equal to the amount assumed by such Assignee assignee pursuant to such Assignment and Acceptance assignment and, if the assigning Lender has retained some portion of its obligations hereunder, a new Revolving Loan Note payable to the order of the assigning 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 of the same category, 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 assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its their receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Administrative Agent Lender shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers Borrower and the Lenders Lender (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Administrative AgentLender, 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. 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 assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Term 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 Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Term Note, a new Term Note to the order of such Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Term Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such new Term 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 Term Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Term Notes. The surrendered Notes shall be cancelled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their 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 to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.

New Notes. Upon its receipt of an Assignment and Acceptance assignment 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 Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their 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 Assignee assignee in an amount equal to the amount assumed by such Assignee assignee pursuant to such Assignment and Acceptance assignment and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning 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 assignment and shall otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

New Notes. Upon its their 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 Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the 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. 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 assigned Notes. The surrendered Notes shall be cancelled canceled and returned to the BorrowersBorrower.

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 Borrowers Borrower and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their 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 Loans hereunder, a new Note to the order of the assigning 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 assigned Notes. The surrendered Within five (5) days of issuance of any new Notes shall be cancelled and returned pursuant to the Borrowers.this

New Notes. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Term 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 Borrowers Borrower and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Term Note, a new Term 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 Term Note to the order of the assigning Lender Bank in an amount equal to the amount retained by it hereunder. Such new Term Notes shall provide that they are replacements for the surrendered Term Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Term Notes, shall be dated the effective date of such in Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Term Notes. The surrendered Term Notes shall be cancelled and returned to the BorrowersBorrower.

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 Borrowers Company, Hasbro SA and the Lenders Banks (other than the assigning LenderBank). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersCompany and, solely with respect to the Hasbro SA Loans, Hasbro SA, each at their 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 Assignee in an amount equal to the amount assumed by such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender Bank has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersCompany.

New Notes. Upon In connection with any assignment of an Assigned Interest, the Borrower shall, upon its receipt of an Assignment and Acceptance executed by the parties any assignment agreement delivered to such assignmentit pursuant to Section 16.1(b), together with each any Note subject to such assignment, the Administrative Agent shall (a) record the information contained therein in the Register. If requested by any Eligible Assignee, and (b) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning Lender). Within within five (5) Business Days after receipt of any such notice and upon the request of the Assigneeassignment agreement, the BorrowersBorrower, at their its own expense, shall execute and deliver to the Administrative Agentsuch Eligible Assignee, in exchange for each the 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 assignment and, at the request of the Lender, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such Any such new Notes Note shall provide that they are replacements it is a replacement for the surrendered NotesNote, 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 assignment and shall otherwise be in substantially the form of the assigned NotesNote. The surrendered Notes Note shall be cancelled and returned to the BorrowersBorrower.

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 Managing Agent shall (ai) record the information contained therein in the Register, and (bii) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning LenderLenders). Within five (5) Business Days after receipt of such notice and upon the request of the Assigneenotice, the Borrowers, at their own expense, shall execute and deliver to the Administrative 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 to the order of the assigning 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 assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this (S)19.4, the Borrowers shall deliver an opinion of counsel, addressed to the Lenders and the Agents, 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 Lenders. The surrendered Notes shall be cancelled canceled and returned to the 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 (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers Borrower and the Lenders (other than the assigning Lender). Within five ten (510) Business Days after receipt of such notice and upon the request of the Assigneenotice, the BorrowersBorrower, at their own expenseno cost and expense to the Borrower, 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 to the order of the assigning 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 assigned Notes. The surrendered Notes shall be cancelled and returned to the BorrowersBorrower.