Common use of Competitive Bid Notes Clause in Contracts

Competitive Bid Notes. The Competitive Bid Loans shall be evidenced by separate promissory notes of the Company in substantially the form of Exhibit B-1 hereto (the "Competitive Bid Notes"), dated as of the date hereof (or such other date as a Bank may become a party hereto pursuant to 20 hereof) with appropriate insertions; one Competitive Bid Note being payable to the order of each Bank in a principal amount equal to the Total Commitment and representing the obligation of the Company to pay to such Bank the aggregate unpaid principal amount of all Competitive Bid Loans made by such Bank hereunder, as set forth in 2.5 hereof, plus interest accrued thereon as set forth below. The Company hereby irrevocably authorizes each Bank to make or cause to be made, at or about the time of each Competitive Bid Loan to the Company made by such Bank, an appropriate notation on the Competitive Bid Note Record of such Bank reflecting the unpaid principal amount of all Competitive Bid Loans made by such Bank, and such Bank shall make or cause to be made, at or about the time of receipt of any payment of principal on the Competitive Bid Note of such Bank, an appropriate notation on the Competitive Bid Note Record reflecting such payment. The aggregate unpaid amount of Competitive Bid Loans made by such Bank set forth on the Competitive Bid Note Record shall be rebuttably presumptive evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Competitive Bid Note Record shall not limit or otherwise affect the obligations of the Company hereunder or under the Competitive Bid Note to make payments of principal of or interest on the Competitive Bid Note when due.

Competitive Bid Notes. The Competitive Bid Loans shall be evidenced To the extent so requested by separate promissory notes of any Lender through the Company in substantially the form of Exhibit B-1 hereto (the "Competitive Bid Notes")Administrative Agent, dated as of the date hereof (or such other date as a Bank may become a party hereto pursuant to 20 hereof) with appropriate insertions; one Competitive Bid Note being payable to the order of each Bank in a principal amount equal to the Total Commitment and representing the obligation of the Company Borrower to pay to such Bank repay the aggregate unpaid principal amount of all any Competitive Bid Loans made by such Bank hereunderLender and to pay interest thereon shall be evidenced by a single promissory note of the Borrower (a "COMPETITIVE BID NOTE") in substantially the form attached hereto as Exhibit D, as set forth in 2.5 hereof, plus interest accrued thereon as set forth belowwith the blanks appropriately filled. The Company hereby irrevocably authorizes each Bank Competitive Bid Note payable to make such Lender shall be dated the Closing Date, shall bear interest as provided in Section 2.03(n) or cause as otherwise provided herein, and shall be payable to the order of the Lender named as payee therein in a maximum face amount of the Total Revolving Credit Commitment. The Competitive Bid Note for such Lender shall be madedelivered, duly executed by the Borrower to the Administrative Agent at or about prior to the time funding of the first Competitive Bid Loan made by such Lender hereunder and the Administrative Agent shall promptly forward such Competitive Bid Note to such Lender. The outstanding principal amount of each Competitive Bid Loan evidenced by each Competitive Bid Note from time to the Company made by such Banktime, an appropriate notation on the Competitive Bid Note Record Loan Maturity Date of such Bank reflecting Competitive Bid Loan and the rate of interest and the amount of accrued and unpaid interest payable in respect thereof shall be determined from the records of the Administrative Agent, which shall be prima facie evidence with respect to the entries therein. In the event the holder of a Competitive Bid Note shall assign said Competitive Bid Note, it shall attach thereto a schedule, which shall be verified by the Administrative Agent, setting forth the then outstanding principal amount of all each Competitive Bid Loans made Loan evidenced by such Bank, and such Bank shall make or cause to be made, at or about the time of receipt of any payment of principal on the Competitive Bid Note of such Bank, an appropriate notation on the Competitive Bid Note Record reflecting such payment. The aggregate unpaid amount of Competitive Bid Loans made by such Bank set forth on the Competitive Bid Note Record shall be rebuttably presumptive evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Competitive Bid Note Record shall not limit or otherwise affect the obligations of the Company hereunder or under and the Competitive Bid Note to make payments of principal of or interest on the Competitive Bid Note when dueLoan Maturity Date thereof.

Competitive Bid Notes. The Competitive Bid Loans shall be evidenced by separate promissory notes of the Company Borrower in substantially the form of Exhibit B-1 EXHIBIT E-2 attached hereto (the each a "Competitive Bid NotesCOMPETITIVE BID NOTE"), dated as of the date hereof (or such other date as a Bank may become a party hereto pursuant to 20 hereof) Closing Date and completed with appropriate insertions; one . A Competitive Bid Note being shall be payable to the order of each Bank in a principal amount equal to the Total Commitment and representing Maximum Competitive Bid Amount, or if less, the obligation of the Company to pay to such Bank the aggregate unpaid principal outstanding amount of all Competitive Bid Loans made by such Bank to the Borrower hereunder, as set forth in 2.5 hereofSection 2.3, plus PLUS interest accrued thereon thereon, as set forth below. The Company hereby Borrower irrevocably authorizes each Bank to make or cause to be mademake, at or about the time of each the Drawdown Date of any Competitive Bid Loan to the Company made by such BankBank or at the time of receipt of the payment of principal of such Competitive Bid Loan, an appropriate notation on the Record attached to such Bank's Competitive Bid Note Record reflecting the making of such Bank reflecting Competitive Bid Loan and repayments thereof. All such notations shall constitute PRIMA FACIE evidence of the unpaid principal amount of all such Competitive Bid Loans made by such Bank, and such Bank shall make or cause to be made, at or about the time of receipt of any payment of principal on the Competitive Bid Note of such Bank, an appropriate notation on the Competitive Bid Note Record reflecting such payment. The aggregate unpaid amount of Competitive Bid Loans made by such Bank set forth on the Competitive Bid Note Record shall be rebuttably presumptive evidence of the principal amount thereof owing and unpaid to such Bankrepayments thereof, but the failure to record, or any error in so recording, any recording such amount on such Competitive Bid Note Bank's Record shall not limit or otherwise affect the obligations of the Company Borrower hereunder or under the any Competitive Bid Note to make payments of principal of or interest on the any Competitive Bid Note when due.

Competitive Bid Notes. The Competitive Bid Loans shall be evidenced by separate promissory notes of the Company Borrower in substantially the form of Exhibit B-1 A-3 hereto (the "Competitive Bid Notes"), dated as of the date hereof Closing Date (or such other date as a Bank Lender may become a party hereto pursuant to 20 Section 15 hereof) with appropriate insertions; one . One Competitive Bid Note being shall be payable to the order of each Bank Lender in a principal amount equal to the Total Revolver A Commitment and representing the obligation of the Company Borrower to pay to such Bank Lender the aggregate unpaid principal amount of all Competitive Bid Loans made by such Bank Lender hereunder, as set forth in 2.5 Section 2.4 hereof, plus interest accrued thereon as set forth below. The Company Borrower hereby irrevocably authorizes each Bank Lender to make or cause to be made, at or about the time of each Competitive Bid Loan to the Company Borrower made by such Bank, an appropriate notation on the Competitive Bid Note Record of such Bank reflecting the unpaid principal amount of all Competitive Bid Loans made by such Bank, Lender and such Bank shall make or cause to be made, at or about the time of receipt of any payment of principal on the Competitive Bid Note of such BankLender, an appropriate notation on the such Lender's Record relating to such Competitive Bid Note Record Loan reflecting the making of such Competitive Bid Loan or (as the case may be) the receipt of such payment. The aggregate unpaid outstanding amount of Competitive Bid Loans made by such Bank Lender set forth on the such Lender's Record relating to such Competitive Bid Note Record Note, or on such other records, shall be rebuttably presumptive prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such Competitive Bid Note Record Record, shall not limit or otherwise affect the obligations of the Company Borrower hereunder or under the Competitive Bid Note to make payments of principal of or interest on the Competitive Bid Note when due.

Competitive Bid Notes. The Competitive Bid Loans shall be evidenced by separate promissory notes of the Company Borrower in substantially the form of Exhibit B-1 EXHIBIT E-2 attached hereto (the each a "Competitive Bid NotesNote"), dated as of the date hereof (or such other date as a Bank may become a party hereto pursuant to 20 hereof) Closing Date and completed with appropriate insertions; one . A Competitive Bid Note being shall be payable to the order of each Bank in a principal amount equal to the Total Commitment and representing Maximum Competitive Bid Amount, or if less, the obligation of the Company to pay to such Bank the aggregate unpaid principal outstanding amount of all Competitive Bid Loans made by such Bank to the Borrower hereunder, as set forth in 2.5 hereofSection 2.3, plus PLUS interest accrued thereon thereon, as set forth below. The Company hereby Borrower irrevocably authorizes each Bank to make or cause to be mademake, at or about the time of each the Drawdown Date of any Competitive Bid Loan to the Company made by such BankBank or at the time of receipt of the payment of principal of such Competitive Bid Loan, an appropriate notation on the Record attached to such Bank's Competitive Bid Note Record reflecting the making of such Bank reflecting Competitive Bid Loan and repayments thereof. All such notations shall constitute PRIMA FACIE evidence of the unpaid principal amount of all such Competitive Bid Loans made by such Bank, and such Bank shall make or cause to be made, at or about the time of receipt of any payment of principal on the Competitive Bid Note of such Bank, an appropriate notation on the Competitive Bid Note Record reflecting such payment. The aggregate unpaid amount of Competitive Bid Loans made by such Bank set forth on the Competitive Bid Note Record shall be rebuttably presumptive evidence of the principal amount thereof owing and unpaid to such Bankrepayments thereof, but the failure to record, or o# any error in so recording, any recording such amount on such Competitive Bid Note Bank's Record shall not limit or otherwise affect the obligations of the Company hereunder Borrower here under or under the any Competitive Bid Note to make payments of principal of or interest on the any Competitive Bid Note when due.

Competitive Bid Notes. The obligation of the Borrower to repay the unpaid principal amount of any Competitive Bid Loans made by any Lender and to pay interest thereon shall be evidenced by separate a single promissory notes note of the Company Borrower (a "Competitive Bid Note") in substantially the form of attached hereto as Exhibit B-1 hereto (D, with the "Competitive Bid Notes"), dated as of the date hereof (or such other date as a Bank may become a party hereto pursuant to 20 hereof) with appropriate insertions; one blanks appropriately filled. The Competitive Bid Note being payable to each Lender shall be dated the Closing Date, shall bear interest as provided in Section 2.03(n) or as otherwise provided herein, and shall be payable to the order of each Bank the Lender named as payee therein in a principal maximum face amount equal of $200,000,000. The Competitive Bid Note for each Lender shall be delivered, duly executed by the Borrower to the Total Commitment and representing Funding Agent at or prior to the obligation funding of the Company to pay to such Bank the aggregate unpaid principal amount of all first Competitive Bid Loans Loan made by such Bank hereunder, as set forth in 2.5 hereof, plus interest accrued thereon as set forth belowLender hereunder and the Funding Agent shall promptly forward such Competitive Bid Note to such Lender. The Company hereby irrevocably authorizes each Bank to make or cause to be made, at or about the time outstanding principal amount of each Competitive Bid Loan evidenced by each Competitive Bid Note from time to the Company made by such Banktime, an appropriate notation on the Competitive Bid Note Record Loan Maturity Date of such Bank reflecting Competitive Bid Loan and the rate of interest and the amount of accrued and unpaid interest payable in respect thereof shall be determined from the records of the Funding Agent, which shall be conclusive absent manifest error. In the event the holder of a Competitive Bid Note shall assign said Competitive Bid Note, it shall attach thereto a schedule, which shall be verified by the Funding Agent, setting forth the then outstanding principal amount of all each Competitive Bid Loans made Loan evidenced by such Bank, and such Bank shall make or cause to be made, at or about the time of receipt of any payment of principal on the Competitive Bid Note of such Bank, an appropriate notation on the Competitive Bid Note Record reflecting such payment. The aggregate unpaid amount of Competitive Bid Loans made by such Bank set forth on the Competitive Bid Note Record shall be rebuttably presumptive evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Competitive Bid Note Record shall not limit or otherwise affect the obligations of the Company hereunder or under and the Competitive Bid Note to make payments of principal of or interest on the Competitive Bid Note when dueLoan Maturity Date thereof.

Competitive Bid Notes. The Competitive Bid Loans shall be evidenced by separate promissory notes of the Company or, solely in the case of Hasbro SA Loans, Hasbro SA in substantially the form of Exhibit B-1 hereto (the "Competitive Bid Notes"), dated as of the date hereof (or such other date as a Bank may become a party hereto pursuant to section 20 hereof) with appropriate insertions; one Competitive Bid Note being payable to the order of each Bank in a principal amount equal to the Total Commitment and representing the obligation of the Company or, solely in the case of Hasbro SA Loans, Hasbro SA to pay to such Bank the aggregate unpaid principal amount of all Competitive Bid Loans made by such Bank hereunder, as set forth in section 2.5 hereof, plus interest accrued thereon as set forth below. The Each of the Company and Hasbro SA hereby irrevocably authorizes each Bank to make or cause to be made, at or about the time of each Competitive Bid Loan to the Company or, solely in the case of Hasbro SA Loans, Hasbro SA made by such Bank, an appropriate notation on the Competitive Bid Note Record of such Bank reflecting the unpaid principal amount of all Competitive Bid Loans made by such Bank, and such Bank shall make or cause to be made, at or about the time of receipt of any payment of principal on the Competitive Bid Note of such Bank, an appropriate notation on the Competitive Bid Note Record reflecting such payment. The aggregate unpaid amount of Competitive Bid Loans made by such Bank set forth on the Competitive Bid Note Record shall be rebuttably presumptive evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Competitive Bid Note Record shall not limit or otherwise affect the obligations of the Company or Hasbro SA hereunder or under the Competitive Bid Note to make payments of principal of or interest on the Competitive Bid Note when due.

Competitive Bid Notes. The Competitive Bid Loans shall be evidenced To the extent so requested by separate promissory notes of any Lender through the Company in substantially Administrative Agent, the form of Exhibit B-1 hereto (the "Competitive Bid Notes"), dated as of the date hereof (or such other date as a Bank may become a party hereto pursuant to 20 hereof) with appropriate insertions; one Competitive Bid Note being payable to the order joint and several obligation of each Bank in a principal amount equal Borrower to repay the Total Commitment and representing the obligation of the Company to pay to such Bank the aggregate unpaid principal amount of all any Competitive Bid Loans made by such Bank hereunderLender and to pay interest thereon shall be evidenced by a single promissory note of the Borrowers (a "COMPETITIVE BID NOTE") in substantially the form attached hereto as Exhibit D, as set forth in 2.5 hereof, plus interest accrued thereon as set forth belowwith the blanks appropriately filled. The Company hereby irrevocably authorizes each Bank Competitive Bid Note payable to make such Lender shall be dated the Closing Date, shall bear interest as provided in Section 2.03(n) or cause as otherwise provided herein, and shall be payable to the order of the Lender named as payee therein in a maximum face amount of the Total Revolving Credit Commitment. The Competitive Bid Note for such Lender shall be madedelivered, duly executed by the Borrowers to the Administrative Agent at or about prior to the time funding of the first Competitive Bid Loan made by such Lender hereunder and the Administrative Agent shall promptly forward such Competitive Bid Note to such Lender. The outstanding principal amount of each Competitive Bid Loan evidenced by each Competitive Bid Note from time to the Company made by such Banktime, an appropriate notation on the Competitive Bid Note Record Loan Maturity Date of such Bank reflecting Competitive Bid Loan and the rate of interest and the amount of accrued and unpaid interest payable in respect thereof shall be determined from the records of the Administrative Agent, which shall be prima facie evidence with respect to the entries therein. In the event the holder of a Competitive Bid Note shall assign said Competitive Bid Note, it shall attach thereto a schedule, which shall be verified by the Administrative Agent, setting forth the then outstanding principal amount of all each Competitive Bid Loans made Loan evidenced by such Bank, and such Bank shall make or cause to be made, at or about the time of receipt of any payment of principal on the Competitive Bid Note of such Bank, an appropriate notation on the Competitive Bid Note Record reflecting such payment. The aggregate unpaid amount of Competitive Bid Loans made by such Bank set forth on the Competitive Bid Note Record shall be rebuttably presumptive evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Competitive Bid Note Record shall not limit or otherwise affect the obligations of the Company hereunder or under and the Competitive Bid Note to make payments of principal of or interest on the Competitive Bid Note when dueLoan Maturity Date thereof.