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. (a) The Pledgor is, and after giving effect to the transactions contemplated hereby will be, Solvent.
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 Solvent on both an unconsolidated basis and a consolidated basis with any subsidiaries of Pledged Company, and Pledgor has and will have assets which, fairly valued, exceed its indebtedness, liabilities or obligations.
Capital Adequacy; Etc. 7 4.14 Perfection of Security Interest............................. 7 4.15 After-Acquired Collateral................................... 7
Capital Adequacy; Etc. Sections 3.01(a)-(e), 3.02, 3.03, 3.04, 3.05 and 3.06 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: except where direct quotations are made therefrom, (i) all references to "the Company" shall be deemed to be references to the Transferor; (ii) all references to "Lender" or "Lenders" shall be deemed to be references to "Purchaser" or "Purchasers," respectively; (iii) all references to "Lending Office" shall be deemed to be a reference to the office of the Purchasers identified on the signature pages 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 Purchasers' Investments; (vi) all references to "Eurodollar Rate Loans" shall be deemed to be references to Purchasers' Investments with respect to which Yield Reserve would then be calculated based on the Eurodollar Rate; (vii) all references to " interest" shall be deemed to be references to Yield and to any "Interest Period" shall be deemed to be references to a "Yield Period;" (viii) the following words in Section 3.03(b) of the Mattel Credit Agreement, "pursuant to Section 2.04, either on the last day of the Interest Period thereof if the ------------ Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or promptly, if the Lender may not lawfully continue to maintain such Eurodollar Rate Loans," shall be deemed to be replaced by the word "promptly;" (x) Section 3.05(b) of the Mattel Credit Agreement shall be deemed to be replaced by the following: "(b) the failure of the Transferor to sell Listed Receivables after the Transferor has delivered the related Purchase Notice pursuant to this Agreement;" and (xi) Section 3.05(c) of the Mattel Credit Agreement shall be deemed deleted.
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.
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. (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.
Capital Adequacy; Etc. Sections 3.1(a)-(e), 3.2, 3.3, 3.4, --------------------- ------------------- --- --- --- 3.5 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 the Transferor; (ii) all references to "Bank" or "Banks" shall be deemed to be references to "Purchaser" or "Purchasers," respectively; (iii) all references to
