Capital Adequacy; Etc. Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of Pledgor.
Capital Adequacy; Etc. Sections 3.1(a)-(e), 3.2, 3.3(a) and (b), 3.4, 3.5 (excluding the first sentence thereof) and 3.6 of the Mattel Credit Agreement are hereby incorporated by reference as if set forth in full herein, except that for purposes of such incorporation by reference: (i) all references to "the Company" shall be deemed to be references to each Seller, individually; (ii) all references to "Bank", "Agent" or "Reference Banks" shall be deemed to be references to the Purchaser; (iii) all references to "Lending Office" shall be deemed to be a reference to the office of the Purchaser identified on the signature page to this Agreement; (iv) all references to "this Agreement" or "Loan Documents" shall be deemed to be references to this Agreement or any other Transaction Documents; (v) all references to "Loans" shall be deemed to be references to the Purchaser's Investments; (vi) all references to "Eurodollar Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Eurodollar Rate; (vii) all references to "Base Rate Loans" shall be deemed to be references to Purchaser's Investments with respect to which Yield would then be calculated based on the Termination Rate; (viii) all references to "CD Rate" or "CD Rate Loans" shall be deemed to have been deleted; (ix) all references to "interest" shall be deemed to be references to Yield; and (x) the following words in Section 3.3(b) of the Mattel Credit Agreement, "pursuant to Section 2.4, either on the last day of the Interest Period thereof if the Bank may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if the Bank may not lawfully continue to maintain such Eurodollar Rate Loans", shall be deemed to be replaced by the word "promptly". EXHIBIT VIII [FORM OF] PURCHASE NOTICE [Date] VIA FACSIMILE (000-000-0000 or 000-000-0000) -------------------------------------------- Bank of America National Trust and Savings Association 0000 Xxxxxxx Xxxxxxxxx Global Payments Operations #5693 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx Ladies and Gentlemen: This Purchase Notice is being delivered to you pursuant to Section 1.2 of the Receivables Purchase Agreement dated as of September 13, 1996 (as amended, amended and restated or otherwise modified from time to time in accordance with its terms, the "Receivables Purchase Agreement") among Mattel Sales Corp., Xxxxxx-Xxxxx, Inc., Mattel, Inc., and Bank of America National Tr...
Capital Adequacy; Etc. (a) The Pledgor is, and after giving effect to the transactions contemplated hereby will be, Solvent.
(b) The Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of the Pledgor.
Capital Adequacy; Etc. 7 4.14 Perfection of Security Interest............................. 7 4.15 After-Acquired Collateral................................... 7
Capital Adequacy; Etc. (a) After giving effect to the transactions contemplated by this Agreement and the contingent obligations evidenced hereby (but excluding the effect of the provisions of Article III which limit the Obligations to an amount that would not render Pledgor's indebtedness, liabilities or obligations under this Agreement subject to avoidance), Pledgor is not, on either an unconsolidated basis or a consolidated basis with any Affiliates of Borrowers, insolvent as such term is used or defined in any applicable Bankruptcy Law, and Pledgor has and will have assets which, fairly valued, exceed its indebtedness, liabilities or obligations.
(b) Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of Pledgor.
(c) Pledgor is not engaged in any business or transaction which, after giving effect to the transactions contemplated by this Agreement, will leave Pledgor with capital or assets which are unreasonably small in relation to the business or transactions engaged by Pledgor, and Pledgor does not intend to engage in any such business or transaction.
(d) Pledgor does not intend to incur, nor does Pledgor believe that it will incur, debts beyond Pledgor's ability to repay such debts as they mature.
Capital Adequacy; Etc. (a) After giving effect to the transactions contemplated by this Agreement and the contingent obligations evidenced hereby (but excluding the effect of the provisions of Article 3 which limit the Secured Obligations to an amount that would not render the Pledgor’s indebtedness, liabilities or obligations under this Agreement subject to avoidance), the Pledgor is not insolvent as such term is used or defined under the U.S. Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, and the Pledgor has and will have assets which, fairly valued, exceed its indebtedness, liabilities or obligations.
(b) The Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of the Pledgor.
(c) The Pledgor is not engaged in any business or transaction which, after giving effect to the transactions contemplated by this Agreement, will leave the Pledgor with capital or assets which are unreasonably small in relation to the business or transactions engaged in by the Pledgor, and the Pledgor does not intend to engage in any such business or transaction.
(d) The Pledgor does not intend to incur, nor does the Pledgor believe that it will incur, debts beyond the Pledgor’s ability to repay such debts as they mature.
Capital Adequacy; Etc. If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.
Capital Adequacy; Etc. If, with respect to all or any portion of the Loan, any adoption of, ruling on, change in, or interpretation of any law or treaty now existing or hereafter promulgated by any tribunal or central bank regarding capital adequacy, or compliance by any Lender with any request, directive, or requirement hereafter imposed by any tribunal or central bank regarding capital adequacy (whether or not having the force of law) hereafter occurs, and, as a result of such adoption, ruling, change, interpretation or compliance, the rate of return on any Lender’s capital as a consequence of such Lender’s obligations under this Agreement decreases to a level below that which otherwise could have achieved (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material (and such Lender may, in determining such amount, utilize such assumptions and allocations of costs and expenses as such Lender shall deem reasonable and may use any reasonable averaging or attribution method), and such reduction in the rate of return of the Lender’s capital is not compensated for by an increase in the Contract Rate, then such Lender shall notify Agent and Borrower and deliver to Agent and Borrower a certificate setting forth in detail the calculation on a reasonable basis of the amount necessary to compensate such Lender therefor, which certificate shall be conclusive and binding, and Borrower shall promptly pay such amount to such Lender. Notwithstanding the foregoing sentence, Borrower shall not be obligated to pay such amount unless notice thereof is given within ninety (90) Business Days after such Lender actually incurs such reduction in its rate of return. Lenders shall not be entitled to make a demand for and Borrower shall not be liable for payment of any amount under the terms of this provision following payment in full of the Obligations.
Capital Adequacy; Etc of the Credit Agreement is amended to read as follows:
Capital Adequacy; Etc. (a) After giving effect to the transactions contemplated by this Agreement and the contingent obligations evidenced hereby, Pledgor is not, on either an unconsolidated basis or a consolidated basis with any Person that directly or indirectly controls Pledgor, insolvent as such term is used or defined in any applicable Bankruptcy Law, and Pledgor has and will have assets which, fairly valued, exceed its indebtedness, liabilities or obligations.
(b) Pledgor is not executing this Agreement with any intention to hinder, delay or defraud any present or future creditor or creditors of Pledgor.
(c) Pledgor is not engaged in any business or transaction which, after giving effect to the transactions contemplated by this Agreement, will leave Pledgor with capital or assets which are unreasonably small in relation to the business or transactions engaged by Pledgor, and Pledgor does not intend to engage in any such business or transaction.
(d) Pledgor does not intend to incur, nor does Pledgor believe that it will incur, debts beyond Pledgor’s ability to repay such debts as they mature.
