Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof, and (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in (S)20.3, be released from its obligations under this Credit Agreement.
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage, Acquisition Commitment and Commitment and the same portion of the Loans at the time owing to it, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is [**] (or, if less, such Bank's entire Commitment and Acquisition Commitment), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit G hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 20.3, be released from its obligations under this Credit Agreement.
Conditions to Assignment by Banks. 65 19.2. Certain Representations and Warranties; Limitations; Covenants.......66 19.3. Register.............................................................67 19.4. New Notes............................................................67 19.5. Participations.......................................................68 19.6. Disclosure...........................................................68 19.7. Assignee or Participant Affiliated with the Borrower.................68 19.8.
Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement, including, as applicable, all or a portion of its Domestic Commitment Percentage, its Canadian Commitment Percentage, its U.K. Commitment Percentage and/or its PR Commitment Percentage, its participations in L/C Obligations, Bankers’ Acceptances and Swing Line Loans at the time owing to it, provided that any such assignment shall be subject to the following conditions:
Conditions to Assignment by Banks. 82- Section 19.2
Conditions to Assignment by Banks. 56 Section 16.2. Certain Representations and Warranties; Limitations; Covenants. 57 Section 16.3. Register. 58 Section 16.4. New Notes. 58 Section 16.5. Participations. 58 Section 16.6.
Conditions to Assignment by Banks. 97- Section 18.2. Register . . . . . . . . . . . . . . . . . . . . .-98- Section 18.3. New Notes. . . . . . . . . . . . . . . . . . . . .-99- Section 18.4. Participations . . . . . . . . . . . . . . . . . .-99- Section 18.5. Pledge by Bank . . . . . . . . . . . . . . . . . .-99- Section 18.6. No Assignment by Borrowers . . . . . . . . . . . .-99- Section 18.7. Cooperation; Disclosure. . . . . . . . . . . . . -100- Section 19. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . -100- Section 20. RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . -101-
Conditions to Assignment by Banks. 75 ss.19.2 Certain Representations and Warranties; Limitations; Covenants..................... 76 ss.19.3 Register........................................... 77 ss.19.4 New Notes.......................................... 77 -vi- PAGE
Conditions to Assignment by Banks. 99 22.2.Certain Representations and Warranties; Limitations; Covenants100 22.3.Register.. . . . . . . . . . . . . . . . . . . . . . . . . . .101 00.0.Xxx Notes. . . . . . . . . . . . . . . . . . . . . . . . . . .101 22.5.Participations.. . . . . . . . . . . . . . . . . . . . . . . .101 22.6.Disclosure.. . . . . . . . . . . . . . . . . . . . . . . . . .102 22.7.Assignee or Participant Affiliated with the Borrower.. . . . .102 22.8.
Conditions to Assignment by Banks. 98 20.2. Certain Representations and Warranties; Limitations; Covenants. 99 20.3. Register. 100 20.4. New Notes. 101 20.5. Participations. 101 20.6. Assignee or Participant Affiliated with the Company. 102 20.7. Miscellaneous Assignment Provisions. 102 20.8. Increased Costs. 103 20.9. Assignment by Company. 103 21. NOTICES, ETC. 103 22. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION. 104 22.1. Confidentiality. 104 22.2. Prior Notification. 105 22.3. Other. 105 23. CONSENTS, AMENDMENTS, WAIVERS, ETC. 105 24. PROVISIONS OF GENERAL APPLICATIONS. 107 24.1. Governing Law. 107 24.2. Headings. 107 24.3. Counterparts. 107 24.4. Entire Agreement, Etc. 107 24.5. Waiver of Jury Trial. 108 24.6. Severability. 108 25. TRANSITIONAL ARRANGEMENTS. 108 25.1. Existing Credit Agreement Superseded. 108 25.2. Return and Cancellation of Notes. 109 25.3. Interest and Fees Under Superseded Agreement.109 SCHEDULES AND EXHIBITS Schedule 1 Banks, Commitments and Commitment Percentages Schedule 8.7 Title to Properties; Leases Schedule 8.11 Litigation Schedule 8.23 Environmental Compliance Schedule 8.24 Subsidiaries Schedule 8.26 Foreign Scheduled Facilities Schedule 8.27 Bank Accounts Schedule 10.1 Existing Indebtedness Schedule 10.2 Existing Liens Schedule 10.12 Restrictions on Negative Pledges Exhibit A-1 Form of Syndicated Note Exhibit A-2 Form of Syndicated Loan Request Exhibit B-1 Form of Competitive Bid Note Exhibit B-2 Form of Competitive Bid Quote Request Exhibit B-3 Form of Invitation for Competitive Bid Quotes Exhibit B-4 Form of Competitive Bid Quote Exhibit B-5 Form of Notice of Competitive Bid Borrowing Exhibit C [Intentionally omitted.] Exhibit D [Intentionally omitted.] Exhibit E Form of Compliance Certificate Exhibit F Form of Subordination Agreement Exhibit G [Intentionally omitted.] Exhibit H Form of Assignment and Acceptance Exhibit I Form of Confidentiality Agreement AMENDED AND RESTATED LINE OF CREDIT AGREEMENT This AMENDED AND RESTATED LINE OF CREDIT AGREEMENT, is dated as of February 16, 2001, by and among HASBRO, INC. (the "Company"), a Rhode Island corporation having its principal place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxx 00000, and FLEET NATIONAL BANK (f/k/a BankBoston, N.A.) and the other lending institutions listed on Schedule 1 (collectively, the "Banks") and FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), as agent for the Banks (the "Agent").
