\nAA-\/Aa3\/AA- or higher 17.0
\n—————————————————————————-
\nA\/A2\/A or higher 21.0
\n—————————————————————————-
\nA-\/A3\/A- or lower 24.0
\n—————————————————————————-
\n<\/c><\/s><\/caption>\n<\/table>\nThe Applicable Margins as of the date hereof are 17.0 for Wal-Mart Stores, Inc.
\nand 21.0 for Toys “R” Us, Inc.<\/p>\n
1<\/p>\n
“Assignee” shall have the meaning set forth in Section 11.7.
\n ——– ———— <\/p>\n
“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11
\n —————
\nU.S.C. (S) 101, et seq.), as amended from time to time.
\n — —- <\/p>\n
“Business Day” means any day other than Saturday, Sunday or other day on
\n ————
\nwhich commercial banks in Dallas, Texas, New York, New York, or San Francisco,
\nCalifornia, are authorized or required by law to close and, if the applicable
\nBusiness Day relates to the Eurodollar Rate, means such a day on which dealings
\nare carried on in the applicable offshore dollar interbank market.<\/p>\n
“Collection Account” has the meaning set forth in Section 2.4.
\n —————— ———– <\/p>\n
“Collections” means, with respect to any Listed Receivable, (a) all funds
\n ———–
\nwhich are received by the Transferor, any Seller or the Servicer (or any sub-
\nservicer) in payment of any amounts owed in respect of such Listed Receivable
\n(including, without limitation, purchase price, finance charges, interest and
\nall other charges), or applied to amounts owed in respect of such Listed
\nReceivable (including, without limitation, insurance payments and net proceeds
\nof the sale or other disposition of repossessed goods or other collateral or
\nproperty of the applicable Obligor or any other Person directly or indirectly
\nliable for the payment of such Listed Receivable and available to be applied
\nthereon), and (b) all other proceeds of such Listed Receivable.<\/p>\n
“Commitment Fee” has the meaning set forth in Section 2.8.
\n ————– ———– <\/p>\n
“Contract” means, with respect to any Listed Receivable, any and all
\n ——–
\ncontracts, understandings, instruments, agreements, leases, invoices, notes, or
\nother writings pursuant to which such Listed Receivable arises or which
\nevidences such Listed Receivable or under which the applicable Obligor becomes
\nor is obligated to make payment in respect of such Listed Receivable.<\/p>\n
“Credit and Collection Policy” means those receivables credit and
\n —————————-
\ncollection policies and practices of the Sellers in effect on the date of this
\nAgreement, as amended from time to time to the extent not prohibited by this
\nAgreement or the Purchase and Sale Agreement.<\/p>\n
“Deficiency Advance” has the meaning set forth in Section 2.7.
\n —————— ———– <\/p>\n
“Dilution” means any adjustment in the outstanding principal balance of a
\n ——–
\nListed Receivable attributable to any credits, rebates, billing errors, sales or
\nsimilar taxes, discounts, setoffs, disputes, chargebacks, returns, allowances or
\nsimilar items.<\/p>\n
“Dividend” means in respect of the Transferor, (i) cash distributions or
\n ——–
\nany other distributions on, or in respect of, any class of capital stock of the
\nTransferor, and (ii) any and all funds, cash or other payments made in respect
\nof the redemption, repurchase or acquisition of such stock.<\/p>\n
2<\/p>\n
“Due Date” means, with respect to any Purchase Date, a date selected by the
\n ——–
\nTransferor which shall not be later than ninety days thereafter, excluding the
\nPurchase Date and including such Due Date.<\/p>\n
“Eligible Receivables” means, on an applicable Purchase Date, any
\n ——————–
\nReceivable: (i) which has a stated maturity and which stated maturity is not
\nlater than the related Due Date; (ii) which is an “account” as defined in the
\nUCC of any applicable jurisdiction; (iii) which is denominated and payable only
\nin United States dollars in the United States; (iv) which, together with the
\nContract related thereto, is in full force and effect and constitutes the legal,
\nvalid and binding obligation of the applicable Obligor enforceable against such
\nObligor in accordance with its terms and subject to no offset, counterclaim or
\nother defense; (v) which, together with the Contract related thereto, does not
\ncontravene in any material respect any Governmental Rules applicable thereto and
\nwith respect to which no part of the Contract related thereto is in violation of
\nany such Governmental Rule in any material respect; (vi) which satisfies all
\napplicable requirements of the Credit and Collection Policy, including that the
\nReceivable not be delinquent or defaulted; and (vii) which was generated in the
\nordinary course of the related Seller’s business and which was purchased by the
\nTransferor from such Seller in accordance with the Purchase and Sale Agreement.<\/p>\n
“Eurodollar Rate” means, for each Yield Period, a rate per annum (rounded
\n —————
\nupward to the nearest 1\/16 of one percent) determined pursuant to the following
\nformula:<\/p>\n
Eurodollar Rate = LIBOR
\n —————————————–
\n 1.00 – Eurodollar Reserve Percentage<\/p>\n
Where,<\/p>\n
“Eurodollar Reserve Percentage” means the maximum reserve percentage
\n —————————–
\n (expressed as a decimal rounded upward to the next 1\/100 of one percent) in
\n effect on the date LIBOR for such Yield Period is determined (whether or
\n not applicable to any Purchaser) under regulations issued from time to time
\n by the Federal Reserve Board for determining the maximum reserve
\n requirement (including any emergency, supplemental or other marginal
\n reserve requirement) with respect to Eurocurrency funding (currently
\n referred to as “Eurocurrency Liabilities”) having a term equal to such
\n Yield Period; and<\/p>\n
“LIBOR” means the rate of interest per annum determined by the Agent
\n —–
\n to be the arithmetic mean (rounded upward to the nearest 1\/16th of 1%) of
\n the rates of interest per annum notified to the Agent by each Reference
\n Bank as the rate of interest at which dollar deposits in the approximate
\n amount of the amount of the purchase to be made or continued as a
\n Eurodollar Rate purchase by such Reference Bank and having a maturity
\n comparable to such Yield Period would be offered to major banks in the
\n London interbank market at their request at or about 11:00 a.m. (London
\n Time) on the second Business Day prior to the commencement of such Yield
\n Period.<\/p>\n
3<\/p>\n
“Facility Termination Date” means the earlier of (i) March 31, 2003, as
\n ————————-
\nsuch date may be extended pursuant to Section 2.5, or (ii) the date on which the
\n ———–
\nAgent delivers a notice of termination as a result of a Termination Event in
\naccordance herewith.<\/p>\n
“Fisher-Price” means Fisher-Price, Inc., a Delaware corporation.
\n ———— <\/p>\n
“Guarantor” has the meaning set forth in the preamble to this Agreement.
\n ——— <\/p>\n
“Guaranty” has the meaning set forth in Section 8.1.
\n ——– ———– <\/p>\n
“Indemnified Amounts” means any and all claims, damages, costs, expenses,
\n ——————-
\nlosses and liabilities (including all reasonable fees and other charges of any
\nlaw firm or other external counsel, the reasonable allocated cost of internal
\nlegal services and all reasonable other charges of internal counsel).<\/p>\n
“Indemnified Parties” means the Agent, the Purchasers and their respective
\n ——————-
\nAffiliates, together with each of their respective employees, agents,
\nsuccessors, transferees and assigns.<\/p>\n
“Insolvency Proceeding” means (a) any case, action or proceeding before any
\n ———————
\ncourt or other Governmental Person relating to bankruptcy, reorganization,
\ninsolvency, liquidations, receivership, dissolution, winding-up or relief of
\ndebtors, or (b) any general assignment for the benefit of creditors,
\ncomposition, marshalling of assets for creditors, or other, similar arrangement
\nin respect of its creditors generally or any substantial portion of its
\ncreditors; and in the case of clause (a) or (b), undertaken under U.S. Federal,
\nstate or foreign law, including the Bankruptcy Code.<\/p>\n
“Listed Receivables” means the Receivables the outstanding principal
\n ——————
\nbalances of which were reflected in the applicable Purchase Notice and
\nsubsequently identified pursuant to Section 2.2(a)(iii).
\n ——————- <\/p>\n
“Material Adverse Effect” means (i) a material adverse effect upon the
\n ———————–
\nbusiness, operations, properties, assets, business prospects or condition
\n(financial or otherwise) of the Transferor or Mattel and its Subsidiaries, taken
\nas a whole, or (ii) a material impairment of the ability of any Seller Party to
\nperform its obligations under this Agreement.<\/p>\n
“Mattel” has the meaning set forth in the preamble to this Agreement.
\n —— <\/p>\n
“Mattel Credit Agreement” means the Second Amended and Restated Credit
\n ———————–
\nAgreement dated as of March 11, 1998, among Mattel, the financial institutions
\nparties thereto, and Bank of America, as Agent, as such agreement may be
\namended, amended and restated or otherwise modified from time to time. In the
\nevent that any term of or section number in the Mattel Credit Agreement that is
\nincorporated by reference in this Agreement (including pursuant to Section 7.2
\n ———–
\nof this Agreement) is changed by any amendment or amendment and restatement of
\nthe Mattel Credit Agreement (e.g., an amendment and restatement that renumbers
\nSection 10.14 of the Mattel Credit Agreement as Section 10.16 of the amended and
\nrestated agreement), the parties hereto shall cooperate in good faith to amend
\nthis Agreement in order to correct the references <\/p>\n
4<\/p>\n
herein to the applicable terms and section numbers of the Mattel Credit
\nAgreement incorporated by reference in this Agreement. In the event that the
\nMattel Credit Agreement shall cease to be in effect, then all references herein
\nto the Mattel Credit Agreement shall be deemed to refer to the Mattel Credit
\nAgreement as in effect immediately prior to such cessation.<\/p>\n
“Mattel Factoring” has the meaning set forth in the preamble to this
\n —————-
\nAgreement.<\/p>\n
“Mattel Sales” means Mattel Sales Corp., a California corporation.
\n ———— <\/p>\n
“Obligations” has the meaning set forth in Section 8.1.
\n ———– ———– <\/p>\n
“Obligors” means Toys “R” Us, Inc., a Delaware corporation, and Wal-Mart
\n ——–
\nStores, Inc., a Delaware corporation.<\/p>\n
“Participant” has the meaning set forth in Section 11.7.
\n ———– ———— <\/p>\n
“Percentage” means, with respect to any Purchaser at any time, the
\n ———-
\npercentage set forth next to its name on the signature page hereof, which is the
\nequivalent of a fraction, the numerator of which is equal to such Purchaser’s
\nPurchaser Commitment, and the denominator of which is equal to the Purchasers’
\nInvestment Limit.<\/p>\n
“Permitted Accounts Receivable Financing Facilities” means this Agreement;
\n ————————————————–
\nthe Purchase and Sale Agreement dated as of December 18, 1997, among Mattel
\nSales and Fisher-Price, as sellers, Mattel, as servicer, and Mattel Factoring,
\nas buyer (as amended, supplemented or otherwise modified from time to time),
\nwith respect to the purchase of certain Wal-Mart Stores, Inc. Receivables; the
\nReceivables Purchase Agreement dated as of December 18, 1997, among Mattel
\nFactoring, as transferor, Mattel, as servicer and guarantor, and Bank of
\nAmerica, NT & SA, as purchaser (as amended, supplemented or otherwise modified
\nfrom time to time), with respect to the sale of certain Wal-Mart Stores, Inc.
\nReceivables; and the Other Permitted Accounts Receivable Financing Facilities.<\/p>\n
“Prior Transfer and Administration Agreement” means that certain Transfer
\n ——————————————-
\nand Administration Agreement dated as of March 11, 1997, among Mattel Factoring,
\nas transferor, Mattel, as guarantor and servicer, certain financial institutions
\nparty thereto from time to time, as purchasers, and NationsBank of Texas, N.A.,
\nas agent for such purchasers.<\/p>\n
“Proofs of Claim” mean collectively, proofs of claim under the Bankruptcy
\n —————
\nCode or any analogous or similar item or items which may or shall be filed by or
\non behalf of a creditor of any party to an Insolvency Proceeding.<\/p>\n
“Purchase and Sale Agreement” means the Purchase and Sale Agreement dated
\n —————————
\nas of the date hereof (as amended, amended and restated or otherwise modified
\nfrom time to time), among the Sellers, Mattel, as servicer thereunder, and the
\nTransferor, as buyer thereunder.<\/p>\n
5<\/p>\n
“Purchase Date” means the proposed date on which the Transferor proposes to
\n ————-
\nsell to the Purchasers an undivided percentage ownership interest in the Listed
\nReceivables identified on the related Purchase Notice.<\/p>\n
“Purchase Notice” means a notice from the Servicer to the Agent
\n —————
\nsubstantially in the form attached hereto as Exhibit I.
\n ——— <\/p>\n
“Purchased Interest” means, at any time the undivided percentage ownership
\n ——————
\ninterest of the Purchasers acquired pursuant to this Agreement from the
\nTransferor in the Listed Receivables reflected on the applicable Purchase
\nNotice, Related Security with respect to such Receivables, Collections with
\nrespect to such Receivables, and proceeds of, and amounts received or receivable
\nunder any or all of, the foregoing. Such undivided percentage ownership
\ninterest shall be computed as<\/p>\n
PI+YR
\n —–
\n LRB
\n where:<\/p>\n
PI = the Purchasers’ Investment with respect to such
\n Purchased Interest at the related Purchase Date;<\/p>\n
YR = the Yield Reserve of such Purchased Interest at the
\n related Purchase Date; and<\/p>\n
LRB = the outstanding principal balance of the related
\n Listed Receivables as of the date the related
\n Purchase Notice is sent to the Agent;<\/p>\n
provided, however, that the Purchased Interest shall never be more than 1.0.
\n—————–<\/p>\n
“Purchasers” has the meaning set forth in the preamble to this Agreement.
\n ———- <\/p>\n
“Purchase Rate” means a rate per annum equal to the Eurodollar Rate, plus
\n ————- —-
\nthe Applicable Margin. The Purchase Rate for a Yield Period shall be
\nestablished on the applicable day contemplated by the definition of Eurodollar
\nRate.<\/p>\n
“Purchaser Commitment” means, for each Purchaser, such Purchaser’s
\n ——————–
\nPercentage of the Purchasers’ Investment Limit.<\/p>\n
“Purchasers’ Investment” means the amount to be paid by the Purchasers for
\n ———————-
\nthe account of the Transferor with respect to a Purchased Interest.<\/p>\n
“Purchasers’ Investment Limit” means Three Hundred Million Dollars
\n —————————-
\n($300,000,000).<\/p>\n
“Receivable” means any indebtedness and other obligations owed to a Seller,
\n ———-
\nor any right of a Seller to payment, from or on behalf of either Obligor
\n(determined prior to giving effect to any purchase by the Transferor under the
\nPurchase and Sale Agreement or to any purchase hereunder by the Purchasers)
\nwhether constituting an account, chattel paper, instrument or <\/p>\n
6<\/p>\n
general intangible, arising in connection with the sale or lease of goods or the
\nrendering of services by such Seller, and includes, without limitation, the
\nobligation to pay any finance charges, fees and other charges with respect
\nthereto.<\/p>\n
“Reference Banks” means Bank of America National Trust and Savings
\n —————
\nAssociation and NationsBank of Texas, N.A. In the event that at any time of
\ndetermination only one bank designated as “Reference Banks” are providing rates
\nfor deposits referred to in the definition of “Eurodollar Rate,” that bank shall
\nbe the “Reference Banks” for purposes of this Agreement.<\/p>\n
“Related Security” means with respect to any Listed Receivable: (i) all of
\n —————-
\nthe Transferor’s interest in any goods (including returned goods), and
\ndocumentation of title evidencing the shipment or storage of any goods
\n(including returned goods), relating to any sale giving rise to such Receivable;
\n(ii) all other security interests or liens and property subject thereto from
\ntime to time purporting to secure payment of such Receivable, whether pursuant
\nto the Contract related to such Receivable or otherwise, together with all UCC
\nfinancing statements or similar filings signed by any Obligor relating thereto;
\nand (iii) all guarantees, indemnities, insurance and other agreements (including
\nthe related Contract) or arrangements of whatever character from time to time
\nsupporting or securing payment of such Receivable or otherwise relating to such
\nReceivable whether pursuant to the Contract related to such Receivable or
\notherwise, including, without limitation, all of the Transferor’s rights with
\nrespect to such Receivables under the Purchase and Sale Agreement.<\/p>\n
“Requisite Purchasers” means, at any date of determination, Purchasers
\n ——————–
\nhaving at least 66 2\/3% of the aggregate Purchaser Commitments at such time.<\/p>\n
“Restricted Payments” has the meaning set forth in Section 6.1(k).
\n ——————- ————– <\/p>\n
“Seller Party” means each of the Transferor and Mattel (in its capacity as
\n ————
\nthe Servicer or the Guarantor).<\/p>\n
“Sellers” means, collectively, Mattel Sales and Fisher-Price. A reference
\n ——-
\nto the “related” Seller means with respect to a Receivable, that such Receivable
\nby its original terms was owed to such Seller.<\/p>\n
“Servicer” has the meaning set forth in the preamble to this Agreement;
\n ——–
\nprovided that following the appointment of a successor Servicer in accordance
\n——–
\nwith this Agreement, all references herein to the Servicer shall be references
\nto such successor Servicer.<\/p>\n
“Servicer Default” has the meaning set forth in Section 4.3.
\n —————- ———– <\/p>\n
“Solvent” means, as to any Person at any time, that (a) the fair value of
\n ——-
\nthe property of such Person is greater than the amount of such Person’s
\nliabilities (including disputed, contingent and unliquidated liabilities) as
\nsuch value is established and liabilities evaluated for purposes of Section
\n101(32) of the Bankruptcy Code and, in the alternative, for purposes of
\napplicable state fraudulent conveyance law; (b) the present fair saleable value
\nof the property of such Person is not less than the amount that shall be
\nrequired to pay the probable liability of such Person on its <\/p>\n
7<\/p>\n
debts as they become absolute and matured; (c) such Person is able to realize
\nupon its property and pay its debts and other liabilities (including disputed,
\ncontingent and unliquidated liabilities) as they mature in the normal course of
\nbusiness; (d) such Person does not intend to, and does not believe that it
\nshall, incur debts or liabilities beyond such Person’s ability to pay as such
\ndebts and liabilities mature; and (e) such Person is not engaged in business or
\na transaction, and is not about to engage in business or a transaction, for
\nwhich such Person’s property would constitute unreasonably small capital.<\/p>\n
“Specified Assets” means, whether now or hereafter owned, existing or
\n —————-
\narising: (A) Listed Receivables, (B) all Related Security with respect to such
\nReceivables, (C) all Collections with respect to such Receivables (including
\nCollections received on and after the date that the related Purchase Notice is
\nsent to the Agent and prior to the related Purchase Date), and (D) all proceeds
\nof, and all amounts received or receivable under any or all of, the foregoing.<\/p>\n
“Subordinated Note” has the meaning specified in the Purchase and Sale
\n —————–
\nAgreement.<\/p>\n
“Termination Event” has the meaning set forth in Section 10.1.
\n —————– ———— <\/p>\n
“Termination Event Day” means a day on which a Termination Event exists.
\n ——————— <\/p>\n
“Transaction Documents” means this Agreement, the Purchase and Sale
\n ———————
\nAgreement, the Subordinated Notes and all certificates, instruments, UCC
\nfinancing statements, reports, notices, letters, agreements and documents
\nexecuted or delivered by any Seller Party or a Seller under or in connection
\nwith this Agreement, thereby excluding, for example, the Mattel Credit
\nAgreement, in each case as any such Transaction Documents may be amended,
\namended and restated, extended or otherwise modified from time to time. The
\nDemand Note referred to in Section 3.1 to the Purchase and Sale Agreement will
\n ———–
\nnot be a Transaction Document for purposes of this Agreement.<\/p>\n
“Transferor” has the meaning set forth in the preamble to this Agreement.
\n ———- <\/p>\n
“UCC” means the Uniform Commercial Code as from time to time in effect in
\n —
\nthe applicable jurisdiction.<\/p>\n
“UCC Filing Date” means the first date on which any UCC financing statement
\n —————
\nis filed pursuant hereto.<\/p>\n
“Yield,” for any Purchased Interest for the related Yield Period, means an
\n —–
\namount determined as follows:<\/p>\n
PR x YP x 1\/360<\/p>\n
where:<\/p>\n
PR = the Purchase Rate for such Yield Period; and<\/p>\n
YP = the number of days in such Yield Period.<\/p>\n
8<\/p>\n
“Yield Period” means each period from and including a Purchase Date to but
\n ————
\nexcluding the related Due Date.<\/p>\n
“Yield Reserve” means the Yield with respect to an applicable Purchased
\n ————-
\nInterest, times the applicable Purchasers’ Investment; provided that no
\n —– ——–
\nprovision in this Agreement shall require the payment or permit the collection
\nof Yield Reserve in excess of the maximum permitted by applicable law.<\/p>\n
Section 1.2 Other Terms. All accounting terms not specifically defined
\n ———–
\nherein shall be construed in accordance with generally accepted accounting
\npractices. All terms used in Division 9 of the UCC in the State of California,
\nand not specifically defined herein, are used herein as defined in such Division
\n9. Unless the context otherwise requires, (i) “or” means “and\/or,” (ii)
\n“including” (and with correlative meaning “include” and “includes”) means
\nincluding, without limiting the generality of any description preceding such
\nterm, (iii) the meanings of defined terms are equally applicable to the singular
\nand plural forms of such defined terms, and (iv) all other terms not otherwise
\ndefined herein shall have the meanings assigned to such terms in the Mattel
\nCredit Agreement.<\/p>\n
ARTICLE II. AMOUNTS AND TERMS OF THE PURCHASES<\/p>\n
Section 2.1 Purchase Facility. On the terms and conditions hereinafter
\n —————–
\nset forth, each Purchaser hereby agrees to purchase from time to time from the
\nTransferor, without recourse (except as expressly provided herein), undivided
\npercentage ownership interests in the Listed Receivables and other items
\nincluded in the related Purchased Interest.<\/p>\n
Section 2.2 Making Purchases.
\n —————- <\/p>\n
(a) (i) Each purchase of undivided percentage ownership interests
\nhereunder shall be made upon the Servicer’s delivery to the Agent of a Purchase
\nNotice, which notice shall be irrevocable. Each Purchase Notice must be
\nreceived by the Agent not later than 9:00 a.m., Los Angeles time, on the third
\nBusiness Day prior to the related Purchase Date. A Purchase Notice shall
\nspecify for each Obligor (A) the aggregate amount of the Listed Receivables, (B)
\nthe Purchase Date (which must be a Business Day), (C) the related Due Date, and
\n(D) the proposed amount of the Purchasers’ Investment.<\/p>\n
(ii) Not later than 9:00 a.m. (Los Angeles time) on the second
\nBusiness Day prior to the related Purchase Date, the Agent shall send to the
\nServicer a notice setting forth a calculation of the related Purchased Interest,
\nincluding a description of the related Purchasers’ Investment and the Yield
\nReserve. The Agent shall calculate the Purchasers’ Investment with respect to a
\nPurchased Interest as an amount which, when added to the related Yield Reserve,
\nis as close as reasonably practicable to (but not in excess of) the aggregate
\noutstanding principal balances of the related Eligible Receivables set forth in
\nthe related Purchase Notice; it being understood and agreed that the aggregate
\noutstanding Purchasers’ Investments shall not exceed the Purchasers’ Investment
\nLimit.<\/p>\n
9<\/p>\n
(iii) The Transferor shall send to the Agent for receipt by the
\nAgent not later than the Business Day prior to the related Purchase Date, a
\nschedule of the Listed Receivables, identifying the invoice number, outstanding
\nprincipal balance and maturity date of each such Receivable (in each case as of
\nthe date of the related Purchase Notice). None of such Listed Receivables shall
\nhave been the subject of a prior Purchase Notice.<\/p>\n
(b) Promptly after receipt of a Purchase Notice, the Agent shall notify
\neach Purchaser of the proposed purchase (such notice to normally be given within
\ntwo hours of receipt by the Agent). Each Purchaser shall make available to the
\nAgent its pro rata share of the Purchase Price by remitting such funds to the
\nAgent’s Account prior to 2:00 p.m., Dallas, Texas time on the Purchase Date. On
\neach Purchase Date, the Agent shall, upon satisfaction of the applicable
\nconditions set forth in Article III hereto, pay to the Servicer, for the account
\n ———–
\nof the Transferor, in same day funds, an amount equal to the aggregate of the
\namounts so made available by the Purchasers. The Agent shall cause an amount of
\nsame-day funds equal to such aggregate amount received by the Agent to be
\ncredited to the Transferor’s account at Bank of America National Trust & Savings
\nAssociation, Account No. 1235906117, reference “Mattel Factoring,” ABA No.
\n121000358, or any other account designated in writing by the Transferor or the
\nServicer to the Agent from time to time. No Purchaser shall be obligated to
\nmake a purchase in excess of its Purchase Commitment.<\/p>\n
(c) On each Purchase Date, effective upon the payment contemplated by
\nSection 2.2(b) (and without the necessity of any formal or other instrument of
\nassignment or other further action), the Transferor hereby sells and assigns to
\nthe Purchasers an undivided percentage ownership interest equal to the Purchased
\nInterest in each related Listed Receivable reflected on the applicable Purchase
\nNotice (and subsequently identified pursuant to Section 2.2(a)(iii)) and the
\nother Specified Assets related thereto.<\/p>\n
(d) To secure all of the obligations (monetary or otherwise) of the
\nTransferor under this Agreement and the other Transaction Documents to which it
\nis a party, whether now or hereafter existing or arising, due or to become due,
\ndirect or indirect, absolute or contingent, the Transferor hereby grants to the
\nAgent for the benefit of the Agent and the Purchasers a security interest in, to
\nand under all of the Transferor’s right, title and interest (including any
\nundivided interest of the Transferor) in all of the Specified Assets. The
\nAgent, on behalf of itself and the Purchasers, shall have, with respect to the
\nSpecified Assets, and in addition to all the other rights and remedies available
\nto the Agent, all the rights and remedies of a secured party under any
\napplicable UCC.<\/p>\n
Section 2.3 Payments and Computations, Etc. All amounts to be paid or
\n ——————————
\ndeposited by a Seller Party hereunder shall be paid or deposited, without
\nsetoff, counterclaim or reduction of any kind, no later than 10:00 a.m. (Los
\nAngeles time) on the day when due in same day funds to the Agent’s Account. All
\namounts received after noon (Los Angeles time) shall be deemed to have been
\nreceived on the immediately succeeding Business Day. The Transferor shall, to
\nthe extent permitted by Governmental Rule, pay to the Agent, for the benefit of
\nthe Purchasers, upon demand, interest on all amounts not paid or deposited when
\ndue to the Purchasers hereunder at a rate per annum equal to 2% in excess of the
\nprime rate of interest announced by the Agent from <\/p>\n
10<\/p>\n
time to time, changing when and as said prime rate changes (such rate not
\nnecessarily being the lowest or best rate charged by the Agent). All
\ncomputations of Yield and Commitment Fee shall be made on the basis of a year of
\n360 days for the actual number of days elapsed. Whenever any payment or deposit
\nto be made hereunder shall be due on a day other than a Business Day, such
\npayment or deposit shall be made on the next succeeding Business Day and such
\nextension of time shall be included in the computation of such payment or
\ndeposit. All payments received by the Agent or any Purchaser hereunder (other
\nthan the Commitment Fee) on account of a Purchased Interest shall be applied by
\nthe Agent, first to pay due and payable Yield Reserve with respect to the
\nrelated Purchasers’ Investment, second to pay all due and payable fees and
\nexpenses and other amounts due to the Purchasers and the Agent hereunder, and
\nthird, to repay any such Purchasers’ Investment. The amount of each Purchasers’
\nInvestment shall be reduced by payments received by the Agent and applied on
\naccount of such Purchasers’ Investment pursuant to this Agreement.<\/p>\n
Section 2.4 Collection Account. (a) At any time the second highest
\n ——————
\nlong-term unsecured debt rating issued to the Servicer by S&P, Moody’s or Duff & Phelps is lower than BBB-, Baa3 or BBB-, respectively, there shall be
\nestablished and maintained, in the name of the Agent for the benefit of the
\nPurchasers, a segregated account (the “Collection Account”), at NationsBank of
\n ——————
\nTexas, N.A., bearing a designation clearly indicating that the funds deposited
\ntherein are held for the benefit of the Purchasers. Any interest and earnings
\n(net of losses and investment expenses) on funds on deposit in the Collection
\nAccount shall be retained in the Collection Account and be available to make any
\npayments required to be made hereunder to the Agent or the Purchasers. Upon the
\nearlier of (i) the Servicer’s second highest long-term unsecured debt rating
\nissued to the Servicer by S&P, Moody’s or Duff & Phelps is BBB-, Baa3 or BBB-,
\nrespectively, or higher or (ii) the date on which the Purchasers’ Investment is
\nzero, any funds remaining on deposit in the Collection Account shall be released
\nto the Transferor in same-day funds.<\/p>\n
(b) During such time that the second highest long-term unsecured debt
\nrating issued to the Servicer by S&P, Moody’s or Duff & Phelps is lower than
\nBBB-, Baa3 or BBB-, respectively, the Servicer shall deposit within two Business
\nDays all Collections it receives into the Collection Account. Such Collections
\nshall be retained in the Collection Account by the Agent until the next
\nsucceeding Due Date, at which time such amounts shall be applied pursuant to the
\nterms hereof.<\/p>\n
Section 2.5 Facility Termination Date. The Facility Termination Date may
\n ————————-
\nbe extended to any subsequent date agreed upon from time to time by the parties
\nhereto in accordance with this Section. During the thirty (30) day period ending
\non the thirtieth (30th) day before the then existing Facility Termination Date,
\nthe Servicer, the Transferor and the Guarantor may, by sending a letter to the
\nAgent, request that the Facility Termination Date be extended for an additional
\nperiod of time, not to exceed 365 days. The Purchasers may, in their sole
\ndiscretion, agree to extend such Facility Termination Date. If the Agent and the
\nPurchasers agree to extend such Facility Termination Date, then they shall sign
\na copy of such letter and send the same to the Servicer. The Facility
\nTermination Date shall then be extended to, and shall be deemed to have been
\namended to be, the applicable date specified in such letter. If the Agent and<\/p>\n
11<\/p>\n
the Purchasers do not sign a copy of such letter and send the same to the
\nServicer prior to the then existing Facility Termination Date, then the Agent
\nand the Purchasers shall be deemed to have declined to extend (and to have
\ndeclined to amend) the Facility Termination Date.<\/p>\n
Section 2.6 Adjustment of Facility Limit. (a) The Transferor shall have
\n —————————-
\nthe right, at any time and from time to time, to terminate in whole or
\npermanently reduce in part, without premium or penalty, the Purchasers’
\nInvestment Limit; provided that the Purchasers’ Investment Limit, as reduced,
\n ——–
\nshall equal or exceed the total outstanding Purchasers’ Investment as of the
\ndate of such reduction.<\/p>\n
(b) The Transferor shall give not less than three Business Days’ prior
\nwritten notice to the Agent designating the date (which shall be a Business Day)
\nand the amount of such termination or reduction. Any partial reduction shall be
\nin an aggregate minimum amount of $10,000,000 and integral multiples of
\n$1,000,000 in excess of that amount. Promptly after receipt of a notice of such
\ntermination or partial reduction, the Agent shall notify each Purchaser and Bank
\nof America National Trust and Savings Association as agent under the Mattel
\nCredit Agreement of the proposed termination or reduction. Such termination or
\nreduction shall be effective on the date specified in the Transferor’s notice
\nand shall terminate or reduce the dollar amount of each Purchaser’s Purchase
\nCommitment.<\/p>\n
Section 2.7 Deficiency Advances. No Purchaser shall be responsible for
\n ——————-
\nany default of any other Purchaser in respect of such other Purchaser’s
\nobligation to fund any portion of a purchase hereunder, nor shall the commitment
\nof any Bank hereunder be increased as a result of such default by any other
\nPurchaser. Without limiting the generality of the foregoing, in the event any
\nPurchaser shall fail to advance funds as provided herein, the Agent may, in its
\ndiscretion but shall not be obligated to, advance as a Purchaser all or any
\nportion of such amount (the “Deficiency Advance”) and shall thereafter be
\n ——————
\nentitled to payments on such Deficiency Advance in the same manner and at the
\nsame rate(s) to which such other Purchaser would have been entitled had it made
\nsuch advance itself; provided that, upon payment to the Agent from such other
\n ——–
\nPurchaser of the entire outstanding amount of such Deficiency Advance, together
\nwith interest thereon, at the Applicable Margin applicable to the related
\nPurchase, then such payment shall be credited against the Agent’s share of the
\ntotal outstanding Purchaser’ Investment in full payment of such Deficiency
\nAdvance. Acceptance by the Transferor of a Deficiency Advance from the Agent
\nshall in no way limit the rights of the Transferor against the Purchaser failing
\nto fund its pro rata portion (based on its Percentage) of the Purchase Price of
\nany purchase hereunder.<\/p>\n
Section 2.8 Commitment and Other Fees. (a) The Transferor hereby agrees
\n ————————-
\nto pay to the Agent for the rateable benefit of the Purchasers, for the period
\nfrom and including the date hereof through the Facility Termination Date, a non-
\nrefundable fee (the “Commitment Fee”) equal to six and one-half basis points
\n ————–
\n(0.065%) per annum on the excess of (i) the average Purchasers’ Investment Limit
\nover (ii) the average outstanding amount of the Purchasers’ Investments on each
\nday during each applicable period described below. The Commitment Fee shall be
\npayable in arrears on the first Business Day of each calendar quarter occurring
\nafter the first Purchase Date, and on the Facility Termination Date; provided,
\n ——–
\nhowever, that the
\n——-<\/p>\n
12<\/p>\n
Commitment fee shall increase to eight and one-half basis points (0.085%) at any
\ntime the second highest long-term unsecured debt rating of any Obligor issued by
\nS&P, Moody’s or Duff & Phelps is lower than A, A2 or A, respectively.<\/p>\n
(b) Mattel agrees to pay to the Agent on the date hereof and annually
\nthereafter such fees as are described in that certain fee letter between the
\nAgent and Mattel, dated January 29, 1998.<\/p>\n
ARTICLE III. CONDITIONS OF PURCHASES<\/p>\n
Section 3.1. Conditions Precedent to Initial Purchase. The initial purchase
\n —————————————-
\nof an undivided interest pursuant to this Agreement is subject to the conditions
\nprecedent that the Agent shall have received on or before the related Purchase
\nDate the following, each in form and substance (including the date thereof)
\nsatisfactory to the Agent: (a) a counterpart of this Agreement and the Purchase
\nand Sale Agreement duly executed by the Seller Parties and the Sellers, as the
\ncase may be; (b) favorable opinions of (x) the General Counsel or an Assistant
\nGeneral Counsel of Mattel, relating to the Seller Parties and (y) Latham & Watkins, special counsel to the Seller Parties; (c) a certificate of the
\nAssistant Secretary of each Seller Party certifying in each case (i) the names
\nand signatures of its applicable officers that shall execute and deliver the
\nTransaction Documents (on which certificate the Agent may conclusively rely
\nuntil such time as the Agent shall receive a revised certificate meeting the
\nrequirements of this clause), (ii) that attached thereto is a true and correct
\ncopy of the certificate or articles of incorporation (certified by the Secretary
\nof State of Delaware or California, as the case may be), by-laws of such Seller
\nParty, in each case as in effect on the date of such certification, (iii) that
\nattached thereto are true and complete copies of excerpts of resolutions adopted
\nby the Board of Directors of such Seller Party, approving the execution,
\ndelivery and performance of this Agreement and all other Transaction Documents
\nto which such Seller Party is a party; and (iv) that attached thereto are good
\nstanding certificates issued by the Secretary of State of Delaware with respect
\nto Mattel and Mattel Factoring; (d) a UCC-1 financing statement signed by the
\nTransferor in form for filing with the Secretary of State of California; (f)
\ngood standing certificates dated as of a recent date for each Seller Party from
\nthe Secretary of State of the States of Delaware and California; (g) copies of
\nsearches of financing statements filed with the (i) Secretary of State of the
\nState of California, naming each of the Transferor and Mattel Sales as the
\ndebtor, and (ii) the Secretary of State of the State of New York, naming Fisher-
\nPrice as the debtor; (h) all accrued and outstanding amounts owing under the
\nPrior Transfer and Administration Agreement which have been detailed in writing
\nand delivered to the transferor or servicer thereunder shall have been paid in
\nfull, and (i) each other item to be delivered pursuant to Section 3.1 of the
\nPurchase and Sale Agreement.<\/p>\n
Section 3.2. Conditions Precedent to All Purchases. Each purchase
\n ————————————-
\n(including the initial purchase) of undivided interests pursuant to this
\nAgreement shall be subject to the further conditions precedent that: (a) on the
\nPurchase Date applicable to such purchase the following statements shall be true
\n(and acceptance of the proceeds of such purchase shall be deemed a
\nrepresentation and warranty by the Transferor that such statements are then
\ntrue): (i) the representations and warranties contained in Section 5.1 are true
\n ———–
\nand correct on and as of such Purchase Date as though made on and as of such
\ndate (except to the extent any representation and<\/p>\n
13<\/p>\n
warranty is expressly made as of an earlier date); and (ii) no event has
\noccurred and is continuing, or would result from such purchase, that constitutes
\na Termination Event or that would constitute a Termination Event but for the
\nrequirement that notice be given or time elapse or both; (b) after giving effect
\nto the payment contemplated by Section 2.2 on the date of such purchase, the
\n ———–
\naggregate outstanding Purchasers’ Investments shall not exceed the Purchasers’
\nInvestment Limit; (c) the Agent shall have received a list of Eligible
\nReceivables in accordance with Section 2.2; (d) such Purchase Date is also a
\n ———–
\n“Purchase Date” as defined in the Purchase and Sale Agreement; (e) the related
\nDue Date is prior to the Facility Termination Date; and (f) after giving effect
\nto the Yield Period in connection with such purchase, there are no other Yield
\nPeriods in effect.<\/p>\n
ARTICLE IV. SERVICING AND SETTLEMENT PROCEDURES<\/p>\n
Section 4.1. Appointment of Servicer. Until the Agent gives notice to the
\n ———————–
\nTransferor of the designation of a new Servicer in accordance with the last
\nsentence of this Section, Mattel is hereby designated as, and hereby agrees to
\nperform the duties and obligations of, the Servicer pursuant to the terms
\nhereof; provided that, with respect to any group of Listed Receivables, Mattel
\n ——–
\n(solely in its capacity as Servicer) may, at any time, upon prior written notice
\nto the Agent, designate any Affiliate of Mattel as sub-servicer hereunder;
\nprovided, however, that such Affiliate shall not become the Servicer and,
\n——– ——-
\nnotwithstanding any such delegation, Mattel shall remain liable for the
\nperformance of the duties and obligations of the Servicer in accordance with the
\nterms of this Agreement without diminution of such liability by virtue of such
\ndelegation and to the same extent and under the same terms and conditions as if
\nMattel alone were performing such duties and obligations. Subject to the
\nforegoing, Mattel hereby delegates to Fisher-Price all of Mattel’s duties and
\nobligations under Section 4.2 below with respect to the Listed Receivables
\n ———–
\noriginated by Fisher-Price. Mattel acknowledges that the Agent and the
\nPurchasers have relied on the agreement of Mattel to act as the Servicer
\nhereunder in making their decision to execute and deliver this Agreement.
\nAccordingly, Mattel agrees that it shall not voluntarily resign as the Servicer.
\nIn the event that a new “Servicer” has been designated pursuant to the Purchase
\nand Sale Agreement or upon the occurrence of a Servicer Default as contemplated
\nby Section 4.4, the Agent may designate as Servicer any Person (including the
\n ———–
\nAgent) to succeed Mattel or any successor Servicer, on the condition in each
\ncase that any such Person so designated shall agree to perform the duties and
\nobligations of the Servicer pursuant to the terms hereof.<\/p>\n
Section 4.2. Duties of Servicer. The Servicer shall take or cause to be
\n ——————
\ntaken all such action as may be necessary or advisable to collect each Listed
\nReceivable from time to time, all in accordance with this Agreement and all
\napplicable laws, rules and regulations, with reasonable care and diligence, and
\nin accordance with the Credit and Collection Policy; provided, however, that the
\n ——– ——-
\nServicer shall not extend the maturity of any Listed Receivable. The Transferor
\nshall deliver to the Servicer and the Servicer shall hold for the benefit of the
\nTransferor and the Agent for the benefit of the Purchasers in accordance with
\ntheir respective interests, all records and documents (including computer tapes
\nor disks) with respect to such Listed Receivables. Notwithstanding anything to
\nthe contrary contained herein, the Agent, with the consent or direction of the
\nRequisite Purchasers, may direct the Servicer to commence or settle any legal
\naction to enforce collection of any Listed Receivable or to foreclose upon or
\nrepossess any<\/p>\n
14<\/p>\n
Related Security; provided, however, that no such direction may be given unless
\n ——– ——-
\n(x) a Termination Event has occurred and is continuing, and (y) the Requisite
\nPurchasers believe in good faith that failure to commence, settle, or effect
\nsuch legal action, foreclosure or repossession could materially and adversely
\naffect a material portion of the Listed Receivables. Subject to Section 2.4, the
\n ———–
\nServicer shall hold (and shall cause each sub-servicer to hold) in trust (and,
\nduring the continuance of a Termination Event, at the request of the Agent,
\nsegregate) for the Agent for the benefit of the Purchasers, from Collections
\nreceived by the Transferor, any Seller or the Servicer (or any sub-servicer)
\nwith respect to the Listed Receivables, the percentage of such Collections
\nrepresented by the related Purchased Interest. On each Due Date, the Servicer
\nshall deposit into the Agent’s Account the amount of Collections required to be
\nheld for the Agent for the benefit of the Purchasers pursuant to the preceding
\nsentence.<\/p>\n
Section 4.3. Servicer Default. The occurrence of any one or more of
\n —————-
\nthe following events shall constitute a Servicer Default hereunder:<\/p>\n
(a) (i) the Servicer shall fail to perform or observe any term, covenant
\nor agreement hereunder (other than as referred to in this Section) and such
\nfailure shall remain unremedied for ten (10) Business Days or (ii) the Servicer
\nshall fail to make any payment or deposit to be made by it hereunder when due;
\nor<\/p>\n
(b) any representation, warranty, certification or statement made by the
\nServicer in this Agreement or in any other Transaction Document shall prove to
\nhave been incorrect in any material respect when made or deemed made; or<\/p>\n
(c) an Insolvency Proceeding shall have commenced and be continuing with
\nrespect to the Servicer; or<\/p>\n
(d) an Event of Default under and as defined in the Mattel Credit
\nAgreement shall have occurred and be continuing.<\/p>\n
Section 4.4. Servicer Default Remedies. Notwithstanding any other
\n ————————-
\nprovision of this Agreement, during the continuation of a Servicer Default, the
\nAgent, upon the written request of the Requisite Purchasers, shall, by written
\nnotice to the Transferor, the Guarantor and the Servicer:<\/p>\n
(i) direct the Obligors that payment of all amounts payable under
\n any Listed Receivable be made directly to the Agent or its designee;<\/p>\n
(ii) instruct the Transferor to give notice of the Purchasers’
\n Interest in the Listed Receivables to the Obligors, which notice shall be
\n given at the Transferor’s expense and shall direct that payments be made
\n directly to the Agent or its designee; or<\/p>\n
(iii) terminate and replace the Servicer.<\/p>\n
Section 4.5. Responsibilities of the Transferor. Anything herein to the
\n ———————————-
\ncontrary notwithstanding, the Transferor shall (x) perform all of its
\nobligations (if any) under the Contracts related to Listed Receivables to the
\nsame extent as if interests in such Listed<\/p>\n
15<\/p>\n
Receivables had not been transferred hereunder and the exercise by the Agent of
\nits rights hereunder shall not relieve any Seller or Seller Party from such
\nobligations and (y) pay when due any taxes payable by the Transferor under
\napplicable law, including any sales taxes payable in connection with the Listed
\nReceivables and their creation and satisfaction. The Transferor shall provide to
\nthe Servicer on a timely basis all information needed for such servicing,
\nadministration and collection, including notice of the occurrence of any
\nTermination Event Day. Neither the Agent nor any Purchaser shall have any
\nobligation or liability with respect to any Listed Receivable, any Related
\nSecurity or any related Contract, nor shall the Agent or any Purchaser be
\nobligated to perform any of the obligations of any Seller or Seller Party under
\nany of the foregoing.<\/p>\n
ARTICLE V. REPRESENTATIONS AND WARRANTIES<\/p>\n
Section 5.1. Representations and Warranties. Each Seller Party severally
\n ——————————
\nrepresents and warrants, as to itself alone, as applicable, to the Agent and the
\nPurchasers as follows:<\/p>\n
(a) Such Seller Party is a corporation duly incorporated, validly existing
\nand in good standing under the laws of the state of its incorporation, and is
\nduly qualified to do business, and is in good standing, as a foreign corporation
\nin every jurisdiction where the nature of its business requires it to be so
\nqualified, except in jurisdictions in which the failure to be qualified or in
\ngood standing has or will have no Material Adverse Effect.<\/p>\n
(b) The execution, delivery and performance by such Seller Party of this
\nAgreement and the other Transaction Documents to which it is a party, including
\nsuch Seller Party’s use of the proceeds of purchases, (i) are within such Seller
\nParty’s corporate powers, (ii) have been duly authorized by all necessary
\ncorporate action, (iii) do not contravene or result in a default under or
\nconflict with (1) such Seller Party’s charter or by-laws, (2) any law, rule or
\nregulation applicable to such Seller Party, the violation of which would result
\nin a Material Adverse Effect, (3) any Contractual Obligation of such Seller
\nParty the violation of which would have a Material Adverse Effect or (4) any
\norder, writ, judgment, award, injunction or decree binding on or affecting such
\nSeller Party or its property, the violation of which would result in a Material
\nAdverse Effect, and (iv) do not result in or require the creation of any
\nmaterial Adverse Claim upon or with respect to any of its material properties or
\nupon or with respect to the Listed Receivables (other than pursuant to the
\nTransaction Documents). This Agreement and the other Transaction Documents to
\nwhich it is a party have been duly executed and delivered by such Seller Party.<\/p>\n
(c) No authorization or approval or other action by, and no notice to or
\nfiling with any or other Person is required for the due execution, delivery and
\nperformance by such Seller Party of this Agreement or any other Transaction
\nDocument to which it is a party, other than UCC financing statements related
\nhereto or to the Purchase and Sale Agreement.<\/p>\n
(d) This Agreement and the other Transaction Documents to which it is a
\nparty constitutes the legal, valid and binding obligation of such Seller Party
\nenforceable against such Seller Party in accordance with its terms, except as
\nenforcement may be limited by bankruptcy, <\/p>\n
16<\/p>\n
insolvency, reorganization, moratorium or similar laws or equitable principles
\nrelating to or limiting creditors’ rights generally.<\/p>\n
(e) There is no pending or, to the knowledge of such Seller Party,
\nthreatened action or proceeding affecting such Seller Party or any of its
\nSubsidiaries before any Governmental Person or arbitrator which, in the
\nreasonable opinion of such Seller Party and its executive officers, would result
\nin a Material Adverse Effect, or which affects or purports to affect the
\nlegality, validity or enforceability of this Agreement or the other Transaction
\nDocuments.<\/p>\n
(f) With respect to the Transferor, the Transferor is the legal and
\nbeneficial owner of the Listed Receivables and all other Specified Assets, free
\nand clear of any Adverse Claim; upon each purchase, the Agent, for the benefit
\nof itself and the Purchasers, shall have a valid and enforceable first priority,
\nperfected undivided percentage ownership interest to the extent of the Purchased
\nInterest or a valid and enforceable first priority, perfected security interest
\nin each such Listed Receivable and other Specified Assets, in each case free and
\nclear of any Adverse Claim. No effective UCC financing statement or other
\ninstrument similar in effect covering any of the Specified Assets is on file in
\nany recording office other than any UCC financing statement filed pursuant to
\nthis Agreement in favor of the Agent.<\/p>\n
(g) All exhibits, financial statements, documents, books, records,
\nPurchase Notices, other information or reports furnished or to be furnished at
\nany time by or on behalf of such Seller Party to the Agent in connection with
\nthis Agreement are or will be accurate in all material respects as of their
\nrespective dates or (except as otherwise disclosed to the Agent at such time) as
\nof the date so furnished, and no such item contains or will contain any untrue
\nstatement of a material fact or omits or will omit to state a material fact
\nnecessary in order to make the statements contained therein, in the light of the
\ncircumstances under which they were made, not misleading, except to the extent
\nthat any such statement or omission that was untrue or misleading at the time
\nmade or that subsequently became untrue or misleading has been superseded or
\ncorrected by information provided to the Agent prior to the date of this
\nAgreement.<\/p>\n
(h) With respect to the Transferor, the principal place of business and
\nchief executive office (as such terms are used in the UCC) of the Transferor and
\nthe office where the Transferor keeps its records concerning the Listed
\nReceivables are located at the address referred to in Section 6.1(b).
\n ————– <\/p>\n
(i) Each Seller Party is not in violation of any order of any court,
\narbitrator or Governmental Person, which violation would have a Material Adverse
\nEffect.<\/p>\n
(j) With respect to the Transferor, no proceeds of any purchase from the
\nTransferor shall be used for any purpose that violates any applicable law, rule
\nor regulation, including Regulations G or U of the Federal Reserve Board.<\/p>\n
(k) No event has occurred and is continuing, or would result from a
\npurchase in respect of the related Purchased Interest or from the application of
\nthe proceeds therefrom, which constitutes a Termination Event.<\/p>\n
17<\/p>\n
(1) With respect to the Transferor, the Transferor has accounted for each
\nsale of undivided percentage ownership interests in its Listed Receivables in
\nits books and financial statements as sales, consistent with generally accepted
\naccounting practices.<\/p>\n
(m) With respect to each Seller Party, such Seller Party has complied with
\nall of the material terms, covenants and agreements contained in this Agreement
\nand the other Transaction Documents and applicable to it, except, in any such
\ncase, where the consequences, direct or indirect, of any such noncompliance, if
\nany, would not result in a Material Adverse Effect.<\/p>\n
(n) With respect to the Transferor, the Transferor’s complete corporate
\nname is set forth in the preamble to this Agreement. The Transferor (i) does
\nnot use, and has not during the last five years changed its name or used, any
\nother corporate name, trade name, doing business name or fictitious name, except
\nfor names first used after the date of this Agreement and set forth in a notice
\ndelivered to the Agent pursuant to of Section 6.1(b), and (ii) has never merged
\n ————–
\nwith or into or consolidated with any other Person.<\/p>\n
ARTICLE VI. COVENANTS<\/p>\n
Section 6.1. Covenants. Until the latest of (i) the date on which no
\n ———
\nPurchasers’ Investment or Yield Reserve in respect of any Purchased Interest
\nshall be outstanding and the Purchasers shall have no further obligation
\nhereunder to purchase interests in Listed Receivables, (ii) the date all other
\namounts owed by the Transferor or the Servicer under this Agreement to the
\nAgent, any Purchasers and any other Indemnified Party shall be paid in full and
\nthe Purchasers shall have no further obligation hereunder to purchase interests
\nin Listed Receivables, and (iii) the date on which this Agreement has been
\nterminated:<\/p>\n
a. Compliance with Laws, Etc. Each Seller Party shall comply in all
\n ————————-
\nmaterial respects with all applicable laws, rules, regulations and orders, and
\npreserve and maintain its corporate existence, rights, franchises,
\nqualifications, and privileges except to the extent that the failure so to
\ncomply with such laws, rules and regulations or the failure so to preserve and
\nmaintain such existence, rights, franchises, qualifications, and privileges
\nwould not result in a Material Adverse Effect and not result in any Adverse
\nClaim on the Listed Receivables.<\/p>\n
b. Offices, Records and Books of Account; Etc. The Transferor (i) shall
\n ——————————————-
\nkeep its principal place of business and chief executive office (as such terms
\nare used in the UCC) and the office where it keeps its records concerning the
\nListed Receivables at the address of the Transferor set forth under its name on
\nthe signature page hereto or, upon at least 15 days’ prior written notice of a
\nproposed change to the Agent, at any other locations, so long as, prior to
\nmaking such a change, the Transferor shall have taken all actions in any
\napplicable jurisdiction that may be requested by the Agent in accordance with
\nSection 6.1(d)); and (ii) shall provide the Agent with at least 15 days’ written
\n—————
\nnotice prior to making any change in the Transferor’s name or making any other
\nchange in the Transferor’s identity or corporate structure (including a merger)
\nwhich could render any UCC financing statement theretofore filed with respect to
\nsuch Person by any other Person (including, if applicable, any UCC financing
\nstatements filed in connection with this Agreement) “seriously misleading” as
\nsuch term is used in the UCC, so long as, prior to making such a change, the
\nTransferor shall have taken all actions in any applicable <\/p>\n
18<\/p>\n
jurisdiction that may be requested by the Agent in accordance with Section
\n ——-
\n6.1(d)); each notice to the Agent pursuant to this Section shall set forth
\n——-
\nthe applicable change and the effective date thereof. The Transferor also will
\nmaintain and implement administrative and operating procedures (including an
\nability to recreate records evidencing Listed Receivables and related Contracts
\nin the event of the destruction of the originals thereof), and keep and maintain
\nall documents, books, records, computer tapes and disks and other information
\nreasonably necessary or advisable for the collection of all Listed Receivables
\n(including records adequate to permit the daily identification of each
\nReceivable and all Collections of and adjustments to each existing Listed
\nReceivable).<\/p>\n
c. Performance and Compliance with Contracts and Credit and Collection
\n ——————————————————————-
\nPolicy. Each Seller Party shall, at its expense, timely and fully perform and
\n——
\ncomply in all material respects with all material provisions, covenants and
\nother promises required to be observed by it under the Contracts related to the
\nListed Receivables, and timely and fully comply in all material respects with
\nthe Credit and Collection Policy with regard to each such Listed Receivable and
\nthe related Contract.<\/p>\n
d. Ownership Interest, Etc. The Transferor shall, at its expense, take
\n ———————–
\nall action necessary or reasonably desirable to maintain a valid, enforceable
\nand first priority, perfected security interest in the Specified Assets in favor
\nof the Agent for the benefit of itself and the Purchasers, free and clear of any
\nAdverse Claim, including taking such action to protect and perfect or more fully
\nevidence the interest of the Agent and the Purchasers under this Agreement, as
\nthe Agent may request.<\/p>\n
e. Sales, Liens, Etc. The Transferor shall not sell, assign (by
\n —————–
\noperation of law or otherwise) or otherwise dispose of, or create or suffer to
\nexist any Adverse Claim upon or with respect to, any or all of its right, title
\nor interest in, to or under the Specified Assets or upon or with respect to any
\naccount to which any Collections of any Listed Receivables are deposited (except
\nas required by this Agreement or the rights of the depository institution that
\nmaintains such account), or assign any right to receive income in respect of any
\nitems contemplated by this Section.<\/p>\n
f. Extension or Amendment of Receivables. Except as expressly provided in
\n ————————————-
\nthis Agreement, no Seller Party shall adjust the outstanding principal balance
\nof, or otherwise modify the terms of, any of the Listed Receivables, or amend,
\nmodify or waive any term or condition of any related Contract; provided that
\n ——–
\nnotwithstanding any other provision of this Agreement, no Seller Party shall
\nextend the maturity of any Listed Receivable.<\/p>\n
g. Change in Business or Credit and Collection Policy. No Seller Party
\n ————————————————–
\nshall make any change in the character of its business, or in the Credit and
\nCollection Policy, that would result in a Material Adverse Effect. No Seller
\nParty shall make any other change in the Credit and Collection Policy without
\nthe prior written consent of the Agent.<\/p>\n
h. Audits. Each Seller Party shall, from time to time during regular
\n ——
\nbusiness hours (and with reasonable advance notice) as requested by the Agent,
\npermit the Agent, or its agents or representatives, (x) to examine and make
\ncopies of and abstracts from all books, records and<\/p>\n
19<\/p>\n
documents (including computer tapes and disks) in the possession or under the
\ncontrol of such Seller Party relating to Listed Receivables and the Related
\nSecurity, including the related Contracts, and (y) to visit the offices and
\nproperties of such Seller Party for the purpose of examining such materials
\ndescribed in clause (x) above, and to discuss matters relating to Listed
\nReceivables and the Related Security or such Seller Party’s performance
\nhereunder or under the Contracts with any of the officers, employees, agents or
\ncontractors of such Seller Party having knowledge of such matters. Without
\nlimiting the foregoing, such examinations, copies, abstracts, visits and
\ndiscussions may cover, among other things, maturity dates, agings, past dues,
\ncharge-offs, and offsets with respect to the Listed Receivables.<\/p>\n
i. Status of Listed Receivables. In the event that any third party and
\n —————————-
\nany Seller Party enter into negotiations or discussions regarding the provision
\nof financing (whether in the form of a loan, purchase or otherwise) with respect
\nto any Listed Receivable, such Seller Party shall inform such third party that
\nthe Transferor has sold an undivided percentage ownership interest in such
\nListed Receivable to the Purchasers.<\/p>\n
j. Reporting Requirements.
\n ———————- <\/p>\n
(i) If a Purchasers’ Investment with respect to an undivided
\n interest purchased by the Purchasers remains outstanding on the applicable
\n Due Date, then the Transferor or the Servicer shall provide to the Agent on
\n a weekly basis a report, in form and substance satisfactory to the Agent,
\n with respect to the related Listed Receivables (including with respect to
\n collection efforts pertaining thereto).<\/p>\n
(ii) Each Seller Party shall provide to the Agent as soon as possible
\n and in any event within five Business Days after the occurrence of each
\n Termination Event or event which, with the giving of notice or lapse of
\n time, or both, would constitute a Termination Event, a statement of the
\n chief financial officer of such Seller Party setting forth details of such
\n Termination Event or event and the action that such Seller Party has taken
\n and proposes to take with respect thereto.<\/p>\n
(iii) The Servicer shall provide to the Agent the financial statements
\n described in Section 6.1(a) and (b) of the Mattel Credit Agreement,
\n pursuant to the terms of such Sections.<\/p>\n
(iv) Each Seller Party shall provide to the Agent such other
\n information respecting Listed Receivables or the condition or operations,
\n financial or otherwise, of the Transferor or any of its Affiliates as the
\n Agent may from time to time reasonably request (including listings
\n identifying the outstanding principal balance of each Listed Receivable).<\/p>\n
k. General Restrictions. (i) The Transferor shall not (A) pay or
\n ——————–
\ndeclare any Dividend, (B) lend or advance any funds, or (C) repay any loans or
\nadvances to, for or from any Seller or other Affiliate of the Transferor
\n(actions of the type described in clauses (A), (B) and (C) are herein
\ncollectively called “Restricted Payments”), unless (i) in the case of Dividends,
\nsuch Dividends comply with applicable law, and (ii) in the case of any
\nRestricted Payment, the<\/p>\n
20<\/p>\n
Transferor would be Solvent after giving effect to such Restricted Payment.<\/p>\n
l. Mergers, Acquisitions, Sales, Investments, Etc. The Transferor shall
\n ———————————————–
\n not:<\/p>\n
(i) be a party to any merger or consolidation, or directly or
\n indirectly purchase or otherwise acquire all or substantially all of the
\n assets or any stock of any class of, or any partnership or joint venture
\n interest in, any other Person;<\/p>\n
(ii) sell, transfer, convey or lease any of its assets, other than
\n pursuant to or, as expressly permitted by this Agreement or any other
\n Permitted Accounts Receivable Financing Facilities; or<\/p>\n
(iii) make, incur or suffer to exist any investment in, equity
\n contribution to, loan or advance to, or payment obligation in respect of
\n the deferred purchase price of property from, any other Person, (x) except
\n as expressly contemplated by the Purchase and Sale Agreement or any
\n Permitted Accounts Receivable Financing Facility and (y) except, in the
\n case of loans, under the Demand Note described in Section 3 to the Purchase
\n and Sale Agreement (or other similar demand notes delivered in connection
\n with Permitted Accounts Receivable Financing Facilities).<\/p>\n
m. No Modification of the Purchase and Sale Agreement. The Transferor
\n ————————————————–
\nwill not agree to any amendment, supplement, waiver, alternation or other
\nmodification of the Purchase and Sale Agreement which may have a material
\nadverse effect on the Agent’s right, title and interest in the Receivables or
\nwhich may have a material adverse effect on the collectibility of the
\nReceivables.<\/p>\n
ARTICLE VII. INDEMNIFICATION<\/p>\n
Section 7.1. Indemnification Generally. (a) Without limiting any other
\n ————————-
\nrights that the Indemnified Parties may have hereunder or under applicable law,
\nthe Transferor hereby agrees (x) to indemnify each Indemnified Party from and
\nagainst any and all Indemnified Amounts awarded against or incurred by such
\nIndemnified Party arising out of or resulting from this Agreement or the use of
\nproceeds of purchases or the ownership of the Purchased Interest, or any
\ninterest therein, or in respect of any Listed Receivable or any related
\nContract, and (y) to pay within 15 days of demand to each Indemnified Party any
\nand all amounts necessary to indemnify such Indemnified Party from and against
\nsuch Indemnified Amounts, including Indemnified Amounts relating to or resulting
\nfrom any of the following: (i) the failure of any information provided to the
\nAgent with respect to Listed Receivables or the other Specified Assets; (ii) the
\nfailure of any representation or warranty or statement made or deemed made by
\nthe Transferor or the Servicer under or in connection with this Agreement to
\nhave been true and correct in all respects when made (it being understood and
\nagreed that for purposes of this Section, in determining whether any such
\nrepresentation or warranty or statement was true and correct in all respects
\nwhen made, any qualification in Article V as to materiality or to a Material
\n ———
\nAdverse Effect or to limitations on enforcement shall be disregarded); (iii) the
\nfailure by the Transferor or the Servicer to comply with any applicable law,
\nrule or regulation with respect to any Listed Receivable or the related
\nContract, or the failure of any Listed Receivable or the related Contract<\/p>\n
21<\/p>\n
to conform to any applicable law, rule or regulation; (iv) the failure to vest
\nin the Agent for the benefit of the Purchasers a valid and enforceable first
\npriority perfected (A) undivided percentage ownership interest, to the extent of
\nthe related Purchased Interest, in the Specified Assets, and (B) security
\ninterest in the Specified Assets, in each case free and clear of any Adverse
\nClaim; (v) any dispute, claim, counterclaim, offset or defense (other than
\ndischarge in an Insolvency Proceeding in which an Obligor is a debtor, which
\nInsolvency Proceeding was Commenced prior to the Due Date for the applicable
\nListed Receivable) of such Obligor to the payment of such any Listed Receivable
\n(including a defense based on such Listed Receivable or the related Contract not
\nbeing a legal, valid and binding obligation of such Obligor enforceable against
\nit in accordance with its terms), any Dilution or other adjustment with respect
\nto a Listed Receivable (excluding, however, adjustments required as a matter of
\nlaw because an Obligor is a debtor in any such Insolvency Proceeding), or any
\nclaim resulting from the sale of the goods or services related to such Listed
\nReceivable or the furnishing or failure to furnish such goods or services or
\nrelating to collection activities with respect to such Listed Receivable; (vi)
\nany failure of the Transferor or the Servicer to perform its duties or
\nobligations in accordance with the provisions of this Agreement (including,
\nwithout limitation, the failure to make any payment when due hereunder), or to
\nperform its duties or obligations (if any) under any Contract (it being
\nunderstood and agreed that for purposes of this Section, in determining whether
\nthe Transferor or the Servicer has performed its duties or obligations in
\naccordance with the provisions of this Agreement or has performed its duties or
\nobligations (if any) under any Contract, any qualification in Article V or
\n ———
\nArticle VI as to materiality or to a Material Adverse Effect or to the rights of
\n———-
\nany depository institution that maintains any account to which any Collections
\nof Listed Receivables are sent shall be disregarded); (vii) any breach of
\nwarranty, products liability or other claim, investigation, litigation or
\nproceeding arising out of or in connection with goods or services which are the
\nsubject of any Listed Receivables; (viii) the commingling of Collections of
\nListed Receivables at any time with other funds; (ix) any investigation,
\nlitigation or proceeding related to this Agreement or the use of proceeds of
\npurchases or the ownership of the related Purchased Interest or in respect of
\nany Listed Receivable or any related Specified Asset in respect thereof; (x)
\nsubject to Section 7.1(b), the occurrence of any Termination Event; (xi) in the
\n ————–
\nevent any Purchased Interest is greater than 1.0; (xii) the failure of any
\nListed Receivables to be Eligible Receivables; (xiii) the failure of the
\nTransferor or the Servicer to comply with the terms of the Credit and Collection
\nPolicy; (xiv) the failure of any Contract relating to Listed Receivables to have
\nterms that are consistent with customary terms for the related Seller’s industry
\nand type of Receivable; (xv) the failure of any Seller to complete the sale and
\ndelivery of the goods (or the performance of the services, if any) which are the
\nsubject of any Listed Receivables; (xvi) the existence of any contingent
\nperformance requirements of any Seller in respect of any Listed Receivables;
\n(xvii) subject to Section 7.1(b), the failure of an Obligor to make payment on
\n ————–
\nthe Listed Receivables prior to or as of the Due Date; or (xviii) any action or
\ninaction by the Transferor or the Servicer which impairs the interest of the
\nAgent or any Purchaser in any Listed Receivables or other Specified Assets.<\/p>\n
(b) Notwithstanding Section 7.1(a), the Transferor shall not be obligated
\n ————–
\nto indemnify any Indemnified Party at any time for (x) Receivables which are
\nuncollectible, or amounts paid over or repaid to any Person with respect to any
\nReceivable, as a result of the applicable Obligor being a debtor in an
\nInsolvency Proceeding Commenced as of or prior to the Due Date, it being<\/p>\n
22<\/p>\n
understood and agreed that this clause shall not limit the Transferor’s
\nobligations under this Section arising out of or relating to any other event,
\noccurrence or circumstance which would give rise to an obligation of the
\nTransferor pursuant to this Section (to the extent that such event, occurrence
\nor circumstance adversely affects repayment of the Purchasers’ Investments, plus
\naccrued Yield Reserve thereon during or in connection with such Insolvency
\nProceeding), (y) any overall net income taxes or franchise taxes imposed on such
\nIndemnified Party by the jurisdiction under the laws of which such Indemnified
\nParty is organized or any political subdivision thereof or (z) Indemnified
\nAmounts resulting from the gross negligence or willful misconduct on the part of
\nthe Indemnified Party proposed to be indemnified. Notwithstanding any other
\nprovision of this Agreement, in the event that an Obligor becomes a debtor in an
\nInsolvency Proceeding that was Commenced prior to an applicable Due Date for any
\nListed Receivables: (i) each Seller Party shall promptly (and in any event not
\nlater than thirty days) after receipt provide to the Agent a copy of any
\ndocument, pleading, report, notice, information or other writing provided to
\nsuch Seller Party, during or in connection with such Insolvency Proceeding, by
\nor on behalf of such Obligor, any committee, court, other Governmental Person,
\ntrustee, receiver, liquidator, custodian or similar official in such Insolvency
\nProceeding, relating to the forms, procedures, bar date or other timing issues
\nwith respect to the filing of a Proof of Claim in such Insolvency Proceeding;
\nprovided, however, that this clause (i) shall not become effective until the
\n——– ——-
\nAgent shall have sent a notice to the Servicer to the effect that the Agent
\ndesires that the Seller Parties comply with this clause (i); (ii) the Servicer,
\nas agent for the Transferor, shall file Proofs of Claim, at the request and
\ndirection of the Agent, with respect to the Listed Receivables with such court,
\nother Governmental Person, trustee, receiver, liquidator, custodian or similar
\nofficial, which Proofs of Claim shall be in form and substance reasonably
\nsatisfactory to the Agent, it being understood and agreed that the Agent and the
\nPurchasers shall jointly and severally be liable for, and shall reimburse the
\nServicer for, the Servicer’s reasonable expenses in making such filing to the
\nextent that such expenses relate to the Listed Receivables; and (iii) the Agent,
\nas agent for the Transferor, shall have the right but not the obligation to file
\nProofs of Claim with respect to the Listed Receivables with such court, other
\nGovernmental Person, trustee, receiver, liquidator or similar official, it being
\nunderstood and agreed that the Agent shall not file such a Proof of Claim until
\nthe earlier to occur of (x) the sixtieth day following the date on which the
\nAgent has sent a written request to the Transferor requesting the Transferor to
\nfile such a Proof of Claim and (y) the thirtieth day prior to the bar date or
\nequivalent last day on which such a Proof of Claim may be filed in such
\nInsolvency Proceeding.<\/p>\n
(c) If and to the extent the Agent or any Purchaser shall be required for
\nany reason to pay over to the Transferor, any Seller, the Servicer or an Obligor
\n(or any trustee, receiver, custodian or similar official in any Insolvency
\nProceeding) any amount received by such Person hereunder, such amount shall be
\ndeemed not to have been so received and, the Agent shall have a claim against
\nthe Transferor to the extent provided herein.<\/p>\n
Section 7.2. Capital Adequacy, Etc. Sections 3.1(a)-(e), 3.2, 3.3, 3.4,
\n ——————— ——————- — — —
\n3.5 and 3.6 of the Mattel Credit Agreement are hereby incorporated by
\n— —
\nreference as if set forth in full herein, except that for purposes of such
\nincorporation by reference: (i) all references to “the Company” shall be deemed
\nto be references to the Transferor; (ii) all references to “Bank” or “Banks”
\nshall be deemed to be references to “Purchaser” or “Purchasers,” respectively;
\n(iii) all references to<\/p>\n
23<\/p>\n
“Lending Office” shall be deemed to be a reference to the office of the
\nPurchasers identified on the signature pages to this Agreement; (iv) all
\nreferences to “this Agreement” or “Loan Documents” shall be deemed to be
\nreferences to this Agreement or any other Transaction Documents; (v) all
\nreferences to “Loans” shall be deemed to be references to the Purchasers’
\nInvestments; (vi) all references to “Eurodollar Rate Loans” shall be deemed to
\nbe references to Purchasers’ Investments with respect to which Yield Reserve
\nwould then be calculated based on the Eurodollar Rate; (vii) all references to
\n“CD Rate” or “CD Rate Loans” shall be deemed to have been deleted; (viii) all
\nreferences to “interest” shall be deemed to be references to Yield and to any
\n“Interest Period” shall be deemed to be references to a “Yield Period”; (ix) the
\nfollowing words in Section 3.3(b) of the Mattel Credit Agreement, “pursuant to
\nSection 2.4, either on the last day of the Interest Period thereof if the
\n———–
\nBank may lawfully continue to maintain such Eurodollar Rate Loans to such day,
\nor promptly, if the Bank may not lawfully continue to maintain such Eurodollar
\nRate Loans,” shall be deemed to be replaced by the word “promptly”; (x) Section
\n3.5(b) of the Mattel Credit Agreement shall be deemed to be replaced by the
\nfollowing: “(b) the failure of the Transferor to sell Listed Receivables after
\nthe Transferor has delivered the related Purchase Notice pursuant to this
\nAgreement,”; and (xi) Section 3.5(c) of the Mattel Credit Agreement shall be
\ndeemed deleted.<\/p>\n
ARTICLE VIII. GUARANTY<\/p>\n
Section 8.1. Guaranty of Obligations. For valuable consideration, the
\n ———————–
\nGuarantor unconditionally, absolutely and irrevocably guarantees and promises to
\npay to the Agent for the benefit of the Agent and the Purchasers on demand, in
\nlawful money of the United States and in immediately available funds, any and
\nall present or future payment and performance obligations of the Transferor
\nhereunder owing to the Agent or the Purchasers (such guarantee and promise being
\nreferred to as this “Guaranty”). The phrase “payment and performance obligations
\n ——–
\nof the Transferor” (hereinafter collectively referred to in this Article as the
\n“Obligations”) is used herein in its most comprehensive sense and includes any
\n ———–
\nand all advances, debts, obligations, and liabilities of the Transferor, now or
\nhereafter made, incurred, or created, whether voluntarily or involuntarily, and
\nhowever arising, including any and all reasonable attorneys’ fees, costs,
\ncharges, Yield Reserve or interest owed by the Transferor to the Purchasers,
\nwhether due or not due, absolute or contingent, liquidated or unliquidated,
\ndetermined or undetermined, whether the Transferor may be liable individually or
\njointly with others, whether recovery upon such advances, debts, obligations or
\nliabilities may be or hereafter becomes barred by any statute of limitations or
\nwhether such advances, debts, obligations or liabilities may be or hereafter
\nbecome otherwise unenforceable.<\/p>\n
Section 8.2. Guaranty Continuing. This Guaranty is a continuing guaranty
\n ——————-
\nwhich relates to any Obligations, including those which arise under successive
\ntransactions which shall either cause the Transferor to incur new Obligations,
\ncontinue the Obligations from time to time, or renew them after they have been
\nsatisfied. The Guarantor agrees that nothing shall discharge or satisfy its
\nobligations created hereunder except for the full payment of the Obligations
\nwith interest as applicable.<\/p>\n
24<\/p>\n
Section 8.3. Guarantor Directly Liable. The Guarantor agrees that it is
\n ————————-
\ndirectly and primarily liable to the Agent and the Purchasers, that its
\nobligations hereunder are independent of the Obligations of the Transferor, or
\nof any other guarantor, and that a separate action or actions may be brought and
\nprosecuted against the Guarantor, whether action is brought against the
\nTransferor or whether the Transferor is joined in any such action or actions.
\nThe Guarantor agrees that any releases which may be given by the Purchasers to
\nthe Transferor or any other guarantor shall not release it from this Guaranty.<\/p>\n
Section 8.4. No Impairment. The obligations of the Guarantor under this
\n ————-
\nGuaranty shall not be affected, modified or impaired upon the occurrence from
\ntime to time of any of the following, whether or not with notice to or the
\nconsent of the Guarantor: (a) the compromise, settlement, change, modification,
\namendment (whether material or otherwise) or partial termination of any or all
\nof the Obligations; (b) the failure to give notice to Mattel of the occurrence
\nof any Termination Event or Servicer Default under the terms and provisions of
\nthis Agreement; (c) the waiver of the payment, performance or observance of any
\nof the Obligations; (d) the taking or omitting to take any actions referred to
\nin this Agreement or of any action under this Guaranty; (e) any failure,
\nomission or delay on the part of the Agent to enforce, assert or exercise any
\nright, power or remedy conferred in this Agreement or any other indulgence or
\nsimilar act on the part of the Agent in good faith and in compliance with
\napplicable law; (f) the voluntary or involuntary liquidation, dissolution, sale
\nor other disposition of all or substantially all of the assets, marshalling of
\nassets, receivership, insolvency, bankruptcy, readjustment, assignment for the
\nbenefit of creditors, or other similar proceedings which affect the Guarantor or
\nthe Transferor, any other guarantor of any of the Obligations of the Transferor
\nor any of the assets of any of them, or any allegation of invalidity or contest
\nof the validity of this Guaranty in any such proceeding; or (g) to the extent
\npermitted by law, the release or discharge of any other guarantors of the
\nObligations from the performance or observance of any obligation, covenant or
\nagreement contained in any guaranties of the Obligations by operation of law. To
\nthe extent any of the foregoing refers to any actions which the Agent or the
\nPurchasers may take, the Guarantor hereby agrees that the Agent or the
\nPurchasers may take such actions in such manner, upon such terms, and at such
\ntimes as the Agent or any Purchaser, in its discretion, deems advisable,
\nwithout, in any way or respect, impairing, affecting, reducing or releasing the
\nGuarantor from its undertakings hereunder and the Guarantor hereby consents to
\neach and all of the foregoing actions, events and occurrences.<\/p>\n
Section 8.5. Waiver. The Guarantor hereby waives: (a) any and
\n ——
\nall rights to require the Agent or the Purchasers to prosecute or seek to
\nenforce any remedies against the Transferor or any other Person liable to the
\nAgent or the Purchasers on account of the Obligations; (b) any right to assert
\nagainst the Agent or the Purchasers any defense (legal or equitable), set-off,
\ncounterclaim, or claim which the Guarantor may now or at any time hereafter have
\nagainst the Transferor or any other Person liable to the Agent or the Purchasers
\nin any way or manner under this Agreement; (c) all defenses, counterclaims and
\noffsets of any kind or nature, arising directly or indirectly from the present
\nor future lack of perfection, sufficiency, validity or enforceability of this
\nAgreement and the security interest granted pursuant hereto; (d) any defense
\narising by reason of any claim or defense based upon an election of remedies by
\nthe Agent or the Purchasers, including any direction to proceed by judicial or
\nnonjudicial foreclosure or by deed<\/p>\n
25<\/p>\n
in lieu thereof, which in any manner impairs, affects, reduces, releases,
\ndestroys or extinguishes the Guarantor’s subrogation rights, rights to proceed
\nagainst the Transferor for reimbursement, or any other rights of the Guarantor
\nto proceed against the Transferor, against any other guarantor, or against any
\nother security, with the Guarantor understanding that the exercise by the Agent
\nor the Purchasers of certain rights and remedies may offset or eliminate the
\nGuarantor’s right of subrogation against the Transferor, and that the Guarantor
\nmay therefore incur partially or totally nonreimbursable liability hereunder;
\n(e) except as otherwise provided herein, all presentments, demands for
\nperformance, notices of non-performance, protests, notices of protest, notices
\nof dishonor, notices of default, notice of acceptance of this Guaranty, and
\nnotices of the existence, creation, or incurring of new or additional advances,
\ndebts, obligations or liabilities, and all other notices or formalities, in each
\ncase, to which the Guarantor may be entitled; and (f) any and all benefits of
\nCalifornia Civil Code Sections 2809, 2810, 2819, 2825, 2839, 2845-2850, 2899 and
\n3433.<\/p>\n
Section 8.6. Subrogation. The Guarantor hereby agrees that, unless and
\n ———–
\nuntil this Agreement has been terminated and all Obligations have been paid to
\nthe Purchasers in full, it shall not have any rights of subrogation,
\nreimbursement or contribution as against the Transferor or any other guarantor,
\nif any, with respect to this Guaranty or any Obligations and shall not seek to
\nassert or enforce the same. The Guarantor understands that the exercise by the
\nAgent or the Purchasers of certain rights and remedies contained in this
\nAgreement may affect or eliminate the Guarantor’s right of subrogation, if any,
\nagainst the Transferor and that the Guarantor may therefore incur a partially or
\ntotally nonreimbursable liability hereunder. Nevertheless, the Guarantor hereby
\nauthorizes and empowers the Agent and the Purchasers to exercise, in their
\nrespective sole discretion, any right or remedy, or any combination thereof,
\nwhich may then be available, since it is the intent and purpose of the Guarantor
\nthat the obligations hereunder shall be absolute, independent and unconditional
\nunder any and all circumstances.<\/p>\n
Section 8.7. Information. The Guarantor is presently informed of the
\n ———–
\nfinancial condition of the Transferor and of all other circumstances which
\ndiligent inquiry would reveal and which bear upon the risk of nonpayment of the
\nObligations. The Guarantor hereby covenants that it will continue to keep itself
\ninformed of the financial condition of the Transferor and of all other
\ncircumstances which bear upon such risk of nonpayment. The Guarantor hereby
\nwaives its right, if any, to require the Agent or any Purchaser to disclose to
\nit any information which such Person may now or hereafter acquire concerning
\nsuch condition or circumstances including the release of any other guarantor.<\/p>\n
Section 8.8. Evidence of Obligations. The Agent’s books and records
\n ———————–
\nevidencing the Obligations shall be admissible in any action or proceeding and
\nshall be binding upon the Guarantor for the purpose of establishing the terms
\nset forth therein and shall constitute prima facie proof thereof.<\/p>\n
ARTICLE IX. THE AGENT<\/p>\n
Section 9.1. Appointment. Each Purchaser hereby irrevocably designates
\n ———–
\nand appoints NationsBank of Texas, N.A., as the Agent of the Purchasers under
\nthis Agreement, and each of<\/p>\n
26<\/p>\n
the Purchasers hereby irrevocably authorizes NationsBank of Texas, N.A., as the
\nAgent for such Purchaser, to take such action on its behalf under the provisions
\nof this Agreement and to exercise such powers as are expressly delegated to the
\nAgent by the terms of this Agreement, together with such other powers as are
\nreasonably incidental thereto. The Agent shall not have any duties or
\nresponsibilities, except those expressly set forth herein, or any fiduciary
\nrelationship with any of the Purchasers, and no implied covenants, functions,
\nresponsibilities, duties, obligations or liabilities shall be read into this
\nAgreement or otherwise exist against the Agent.<\/p>\n
Section 9.2. Attorneys-in-fact. The Agent may execute any of its duties
\n —————–
\nunder this Agreement by or through agents or attorneys-in-fact and shall be
\nentitled to advice of counsel concerning all matters pertaining to such duties.
\nThe Agent shall not be responsible for the gross negligence or willful
\nmisconduct of any agents or attorneys-in-fact selected by it with reasonable
\ncare.<\/p>\n
Section 9.3. Limitation on Liability. Neither the Agent nor any of its
\n ———————–
\nofficers, directors, employees, agents or attorneys-in-fact shall be liable to
\nthe Purchasers for any action lawfully taken or omitted to be taken by it or
\nthem under or in connection with this Agreement except for its or their own
\ngross negligence or willful misconduct. Neither the Agent nor any of its
\nAffiliates shall be responsible in any manner to any of the Purchasers for any
\nrecitals, statements, representations or warranties made by the Transferor, the
\nServicer or the Guarantor, or any officer or partner thereof contained in this
\nAgreement, or in any certificate, report, statement or other document referred
\nto or provided for in or received by the Agent under or in connection with this
\nAgreement or for the value, validity, effectiveness, genuineness, enforceability
\nor sufficiency of this Agreement, or for any failure of the Transferor, the
\nServicer or the Guarantor to perform their obligations thereunder. The Agent
\nshall not be under any obligation to any of the Banks to ascertain or to inquire
\nas to the observance or performance of any of the terms, covenants or conditions
\nof this Agreement on the part of the Transferor, the Servicer or the Guarantor
\nor to inspect the properties, books or records of the Transferor, the Servicer
\nor the Guarantor.<\/p>\n
Section 9.4. Reliance. The Agent shall be entitled to rely, and shall be
\n ——–
\nfully protected in relying, upon any writing, resolution, notice, consent,
\ncertificate, affidavit, letter, cablegram, telegram, telecopy or telex message,
\nstatement, order or other document or conversation believed by it to be genuine
\nand correct and to have been signed, sent or made by the proper person or
\nPersons and upon advice and statements of legal counsel (including, without
\nlimitation, counsel to the Transferor, the Servicer or the Guarantor),
\nindependent accountants and other experts selected by the Agent. The Agent shall
\nbe fully justified in failing or refusing to take any action under this
\nAgreement unless it shall first receive advice or concurrence of the Requisite
\nPurchasers as provided in this Agreement (or from all of the Purchasers if so
\nspecified herein) or it shall first be indemnified to its satisfaction by the
\nPurchasers against any and all liability and expense which may be incurred by it
\nby reason of taking or continuing to take any such action. The Agent shall in
\nall cases be fully protected in acting, or in refraining from acting, under this
\nAgreement in accordance with a request of the Requisite Purchasers, and such
\nrequest and any action taken or failure to act pursuant thereto shall be binding
\nupon all the Purchasers.<\/p>\n
27<\/p>\n
Section 9.5. Notice of Termination Event. The Agent shall not be deemed
\n —————————
\nto have knowledge or notice of the occurrence of any Termination Event or
\nServicer Default hereunder unless the Agent has failed to receive on account of
\nany Purchaser such Purchaser’s Purchasers’ Investment, plus Yield Reserve, on or
\nbefore the applicable Due Date or has received written notice from a Purchaser,
\nthe Transferor, the Servicer or the Guarantor, describing such Termination Event
\nor Servicer Default. In the event that the Agent fails to receive such amount or
\nreceives such a notice, the Agent shall promptly give notice thereof to the
\nPurchasers and Bank of America National Trust and Savings Association as agent
\nunder the Mattel Credit Agreement. Except as otherwise provided herein, the
\nAgent shall take such action to enforce this Agreement as shall be directed by
\nthe Requisite Purchasers. In the event that any remedy is exercised pursuant to
\nSections 4.2, 4.4 or 10.2 of this Agreement, each Purchaser and the Agent shall
\n————————-
\npursue remedies designated by the Requisite Purchasers to the same extent as
\nthough such demand was caused by the action of all Purchasers, and each
\nPurchaser agrees to act as expeditiously as possible so as to maximize recovery.
\nEach Purchaser agrees that no Purchaser shall have any right individually to
\ntake action with respect to the Purchased Interest, it being understood and
\nagreed that such rights and remedies with respect to any portion of the
\nPurchased Interest may be exercised by the Agent as directed by the Requisite
\nPurchasers for the ratable benefit of the Purchasers.<\/p>\n
Section 9.6. No Representations. Each Purchaser expressly acknowledges
\n ——————
\nthat neither the Agent nor any of its Affiliates has made any representations or
\nwarranties to it and that no act by the Agent hereafter taken, including any
\nreview of the affairs of the Transferor or the Guarantor, shall be deemed to
\nconstitute any representation or warranty by the Agent to any Purchaser. Each
\nPurchaser represents to the Agent that it has, independently and without
\nreliance upon the Agent or any other Purchaser, and based on such documents and
\ninformation as it has deemed appropriate, made its own appraisal of and
\ninvestigation into the financial condition, creditworthiness, affairs, status
\nand nature of the Transferor and the Guarantor and made its own decision to
\nenter into this Agreement. Each Purchaser also represents that it will,
\nindependently and without reliance upon the Agent or any other Purchaser, and
\nbased on such documents and information as it shall deem appropriate at the
\ntime, continue to make its own credit analysis, appraisals and decisions in
\ntaking or not taking action under this Agreement and to make such investigation
\nas its deems necessary to inform itself as to the status and affairs, financial
\nor otherwise, of the Transferor and the Guarantor. Except for notices, reports
\nand other documents expressly required to be furnished to the Purchasers by the
\nAgent hereunder, the Agent shall not have any duty or responsibility to provide
\nany Purchaser with any credit or other information concerning the affairs,
\nfinancial condition or business of the Transferor and the Guarantor which may
\ncome into the possession of the Agent or any of its Affiliates.<\/p>\n
Section 9.7. Indemnification. The Purchasers agree to indemnify the Agent
\n —————
\nin its capacity as such (to the extent not reimbursed by the Transferor or the
\nGuarantor and without limiting any obligations of the Transferor or the
\nGuarantor so to do, ratably according to their respective Percentages as then in
\neffect) from and against any and all liabilities, obligations, losses, damages,
\npenalties, actions, judgments, suits, costs, expenses or disbursements of any
\nkind or nature whatsoever which may at any time be imposed on, incurred by or
\nasserted against the Agent in any way relating to or arising out of this
\nAgreement or any other document<\/p>\n
28<\/p>\n
contemplated by or referred to herein or the transactions contemplated hereby or
\nany action taken or omitted by the Agent under or in connection with any of the
\nforegoing; provided that no Purchaser shall be liable for the payment of any
\n ——–
\nportion of such liabilities, obligations, losses, damages, penalties, actions,
\njudgments, suits, costs, expenses or disbursements resulting from the Agent’s
\ngross negligence or willful misconduct. The agreements in this Section shall
\nsurvive the termination of this Agreement.<\/p>\n
Section 9.8. Purchaser. The Agent and its Affiliates may make loans to,
\n ———
\naccept deposits from and generally engage in any kind of business with any
\nObligor, the Transferor and the Guarantor as though it were not the Agent
\nhereunder. With respect to its purchases hereunder, the Agent shall have the
\nsame rights and powers under this Agreement as any Purchaser and may exercise
\nthe same as though it were not the Agent, and the terms “Purchaser” and
\n“Purchasers” shall, unless the context otherwise indicates, include the Agent in
\nits individual capacity.<\/p>\n
Section 9.9. Resignation. If the Agent shall resign as Agent under this
\n ———–
\nAgreement, then the Requisite Purchasers may appoint a successor Agent for the
\nPurchasers, which shall be a commercial Purchaser organized under the
\nGovernmental Rules of the United States or any state thereof, having a combined
\nsurplus and capital of not less than $500,000,000, whereupon such successor
\nAgent shall succeed to the rights, powers and duties of the former Agent and the
\nobligations of the former Agent shall be terminated and canceled, without any
\nother or further act or deed on the part of such former Agent or any of the
\nparties to this Agreement. The former Agent’s resignation shall not become
\neffective until such successor Agent-has been appointed and has succeeded of
\nrecord to all right, title and interest of the former Agent in the Purchased
\nInterest; provided, however, that if the Requisite Purchasers cannot agree as to
\n ——– ——-
\na successor Agent within ninety (90) days after such resignation, the Agent
\nshall appoint a successor Agent and the parties hereto agree to execute whatever
\ndocuments are necessary to effect such action under this Agreement or any other
\ndocument executed pursuant to this Agreement; provided, further, however, in
\n ——– ——- ——-
\nsuch event all provisions of this Agreement shall remain in full force and
\neffect. After any retiring Agent’s resignation hereunder as Agent, the
\nprovisions of this Article shall inure to its benefit as to any acaations taken
\nor omitted to be taken by it while it was Agent under this Agreement.<\/p>\n
Section 9.10. Sharing of Payments, etc. The Purchasers agree that (i)
\n ————————
\nwith respect to all amounts received by each of them hereunder, whether in the
\nnature of a return of any investment or discount, or amounts due to a particular
\nPurchaser in respect of any commitment fees or facility fees hereunder,
\nequitable adjustment will be made so that, in effect, all such amounts will be
\nshared among the Purchasers in proportion to the portion of the obligations due
\neach Purchaser hereunder shall be shared by the Purchasers in proportion to the
\namounts due them hereunder, whether received by voluntary payment, or by the
\nexercise of the right of set-off or Purchaser’s lien or secured claims under the
\nBankruptcy Code, as now or hereafter amended, altered, modified or replaced, by
\ncounterclaim or cross-action or by the enforcement of this Agreement; (ii) if
\nany of them shall exercise any right of counterclaim, set-off, Purchaser’s lien
\nor otherwise or as adequate protection of a deposit treated as cash collateral
\nunder the Bankruptcy Code, receives payment or reduction of any amounts due to
\nsuch Purchaser<\/p>\n
29<\/p>\n
hereunder, which is greater than the proportion received by any other Purchaser
\nin respect of the amounts due hereunder to such other Purchaser, then the
\nPurchaser receiving such proportionately greater payment shall (x) notify each
\nother Purchaser and the Agent of such receipt and (y) purchase participations
\n(which it shall be deemed to have done simultaneously upon the receipt of-such
\npayment) in the amounts due hereunder to the other Purchasers so that all such
\nrecoveries of amounts due hereunder. If all or any portion of such payment is
\nthereafter recovered from such Purchaser, such purchase shall be rescinded and
\nthe purchase price restored to the extent of such recovery, but without
\ninterest.<\/p>\n
Section 9.11. Independent Agreements. The provisions contained in
\n ———————-
\nSections 9.1 through 9.8 and 9.10 of this Article constitute independent
\n———————————
\nobligations and agreements of the Agent and the Purchasers, and the Transferor
\nand the Guarantor shall not be deemed parties thereto nor bound thereby. The
\nTransferor and the Guarantor do acknowledge the rights of the Purchasers and the
\nAgent under Section 9.8.
\n ———–<\/p>\n
ARTICLE X. TERMINATION EVENTS AND TERMINATION EVENT REMEDIES<\/p>\n
Section 10.1. Termination Events Defined. The occurrence of any one or
\n ————————–
\nmore of the following events shall constitute a Termination Event hereunder:<\/p>\n
(a) any Seller Party shall fail (i) to make when due any payment or
\ndeposit to be made by it under this Agreement with respect to any Purchased
\nInterest (including, in the case of the Servicer, failing to deliver to the
\nAgent on any Due Date an amount equal to the Purchasers’ Investments plus
\naccrued Yield Reserve thereon) or (ii) to perform or observe in any material
\nrespect, within 15 days after written notice thereof, any other material term,
\ncovenant or agreement contained in any Transaction Document on its part to be
\nperformed or observed;<\/p>\n
(b) any representation or warranty made or deemed made by any Seller Party
\n(or any of its officers) under or in connection with any Transaction Document or
\nany material information or report delivered by any Seller Party pursuant to any
\nTransaction Document shall prove to have been incorrect or untrue in any
\nmaterial respect when made or deemed made or delivered;<\/p>\n
(c) an Event of Default or any other Servicer Default shall have occurred
\nand be continuing;<\/p>\n
(d) an Insolvency Proceeding shall have been commenced and is continuing
\nin which any Seller Party or Seller is the debtor;<\/p>\n
(e) an Insolvency Event shall have been commenced and is continuing in
\nwhich either Obligor is the debtor;<\/p>\n
(f) the Transferor shall fail to have a valid and enforceable first
\npriority, perfected (i) ownership interest in, or (ii) security interest in,
\neach Listed Receivable and the other Specified Assets, in each case, free and
\nclear of any Adverse Claim (other than a lien or other interest in favor of the
\nTransferor pursuant to the Purchase and Sale Agreement);<\/p>\n
30<\/p>\n
(g) the Agent for the benefit of the Purchasers shall fail to have a valid
\nand enforceable first priority, perfected (i) undivided percentage ownership
\ninterest in, or (ii) security interest in, each Listed Receivable and the other
\nSpecified Assets, in each case free and clear of any Adverse Claim;<\/p>\n
(h) a Seller Party shall merge with or into any other entity whereby it is
\nnot the surviving entity;<\/p>\n
(i) the second highest short-term unsecured debt rating assigned to an
\nObligor by S&P, Moody’s or Duff & Phelps is less than A-1, P-1 or D-1,
\nrespectively, or the second highest long-term unsecured debt rating assigned to
\nan Obligor by S&P, Moody’s or Duff & Phelps is less than A-, A3 or A-,
\nrespectively; or<\/p>\n
(j) there shall have occurred any event not otherwise covered by this
\ndefinition which has or will have a Material Adverse Effect.<\/p>\n
Section 10.2. Termination Event Remedies. Any time during a Termination
\n ————————–
\nEvent, the Agent, upon the written request of the Requisite Purchasers, shall,
\nby written notice to the Transferor, the Guarantor, the Servicer and the
\nPurchasers, terminate the commitment of the Purchasers to purchase undivided
\ninterests in the Receivables from the Transferor. Notwithstanding the foregoing,
\nupon the occurrence of a Termination Event described in Section 10.1(d), the
\n —————
\ncommitment of the Purchasers to purchase undivided interests in the Receivables
\nfrom the Transferor shall terminate automatically.<\/p>\n
ARTICLE XI. MISCELLANEOUS<\/p>\n
Section 11.1. Waivers; Amendments, Etc. No failure or delay on the part of
\n ————————
\nthe Agent or the Purchasers in exercising any power, right or remedy under this
\nAgreement shall operate as a waiver thereof, nor shall any single or partial
\nexercise of any such power, right or remedy preclude any other further exercise
\nthereof or the exercise of any other power, right or remedy. No notice to or
\ndemand on the Transferor, the Servicer or the Guarantor in any case entitle the
\nTransferor, the Servicer or the Guarantor, as the case may be, to any other or
\nfurther notice or demand in similar or other circumstances. The rights and
\nremedies herein provided shall be cumulative and nonexclusive of any rights or
\nremedies provided by Governmental Rule. Any provision of this Agreement may be
\namended if, but only if, such amendment is in writing and is signed by the
\nTransferor, the Servicer, the Guarantor, the Agent and the Requisite Purchasers;
\nprovided, however, that no such waiver, amendment or consent shall, unless in
\n——– ——-
\nwriting and signed by each of the affected Purchasers, the Transferor, the
\nServicer, the Guarantor and acknowledged by the Agent, (a) increase or extend
\nsuch Purchaser’s Purchaser Commitment or subject such Purchaser to additional
\nobligations; (b) postpone or delay any date fixed for any payment of fees or any
\nother amounts due to such Purchaser hereunder; (c) reduce any fees or other
\namounts payable to such Purchaser hereunder; (d) change such Purchaser’s
\nPercentage; (e) amend this Section or Section 9.10; or (f) release the Guarantor
\n ————
\nfrom any obligation undertaken by it pursuant to this Agreement.<\/p>\n
31<\/p>\n
Section 11.2. Notices, Etc. All notices and other communications hereunder
\n ————
\nshall, unless otherwise stated herein, be in writing (which shall include
\nfacsimile communication) and sent or delivered, to each party hereto, at its
\naddress set forth under its name on the signature pages attached hereto (except
\nthat Purchase Notices shall be sent to the address set forth in the form of
\nPurchase Notice attached as Exhibit I) or at such other address as shall be
\n ———
\ndesignated by such party in a written notice to the other parties hereto.
\nNotices and communications to either Seller shall made in accordance with
\nSection 4.2 of the Purchase and Sale Agreement. Notices and communications by
\nfacsimile shall be effective when sent (and shall be followed by hard copy sent
\nby first class mail), and notices and communications sent by other means shall
\nbe effective when received.<\/p>\n
Section 11.3. Governing Law; Integration. (a) This Agreement shall be
\n ————————–
\ngoverned by and construed in accordance with the laws of the State of
\nCalifornia, without regard to the conflicts of Governmental Rules provisions
\nthereof. This Agreement contains the final and complete integration of all prior
\nexpressions by the parties hereto with respect to the subject matter hereof and
\nshall constitute the entire Agreement among the parties hereto with respect to
\nthe subject matter hereto superseding all prior oral or written understandings.<\/p>\n
(b) Any legal action or proceeding with respect to this Agreement may be
\nbrought in the courts of the State of California or of the United States for the
\nCentral District of California, and by execution and delivery of this Agreement,
\neach of the Guarantor, the Transferor, the Agent and the Purchasers consents,
\nfor itself and in respect of its property, to the non-exclusive jurisdiction of
\nthose courts. Each of the Guarantor, the Transferor, the Agent and the
\nPurchasers irrevocably waives any objection to the laying of forum non
\nconveniens, which it may now or hereafter have to the bringing of any action or
\nproceeding in such jurisdiction in respect of this Agreement or any other
\nTransaction Document. The Guarantor, the Transferor, the Agent and the
\nPurchasers each waive personal service of any summons, complaint or other
\nprocess, which may be made by any other means permitted by California law.<\/p>\n
Section 11.4. Severability; Counterparts. This Agreement may be executed
\n ————————–
\nin any number of counterparts and by different parties hereto in separate
\ncounterparts, each of which when so executed shall be deemed to be an original
\nand all of which when taken together shall constitute one and the same
\nAgreement. Any provisions of the Agreement which are prohibited or unenforceable
\nin any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
\nof such prohibitions or unenforceability without invalidating the remaining
\nprovisions hereof, any such prohibition or unenforceability in any jurisdiction
\nshall not invalidate or render unenforceable such provision in any other
\njurisdiction.<\/p>\n
Section 11.5. Successors and Assigns. This Agreement shall be binding on
\n ———————-
\nthe parties hereto and their respective successors; provided, however, that,
\n ——– ——-
\nsubject to Article IV (with respect to the Servicer) and Section 11.7, no party
\n ———- ————
\nto this Agreement may assign any of its rights or delegate any of its duties
\nhereunder. Any purported assignment in contravention of the foregoing shall be
\nnull and void.<\/p>\n
32<\/p>\n
Section 11.6. Confidentiality. (i) Each of the Agent and each of the
\n —————
\nPurchasers agrees to take normal and reasonable precautions and exercise due
\ncare to maintain the confidentiality of all information provided to it by the
\nGuarantor or any Subsidiary of the Guarantor, or by any agent or representative
\nthereof, or by the Agent on such Guarantor’s or Subsidiary’s behalf, in
\nconnection with this Agreement or any other Transaction Documents, except to the
\nextent such information (i) was or becomes generally available to the public
\nother than as a result of a disclosure by the Agent or a Purchaser, or (ii) was
\nor becomes available on a non-confidential basis from a source other than the
\nGuarantor, so long as such source is not bound by a confidentiality agreement
\nwith the Guarantor known to the Agent or Purchaser, as applicable. The Agent and
\nany Purchaser, however, may disclose such information (A) at the request or
\npursuant to any requirement of any Governmental Person to which the Agent or
\nsuch Purchaser, as applicable is subject or in connection with an examination of
\nthe Agent or such Purchaser, as applicable, by any such authority; (B) pursuant
\nto subpoena or other court process and when required to do so in accordance with
\nthe provisions of any applicable Governmental Rule; provided, that the Agent or
\n ——–
\nsuch Purchaser, as applicable shall disclose only the information required by
\nsuch request and shall notify the Guarantor in advance of providing such
\ninformation so that the Guarantor may seek an appropriate protective order, and
\n(C) to another Purchaser or the Agent or any Affiliate thereof and the
\nindependent auditors and other professional advisors of the Agent or such
\nPurchaser, as applicable, so long as such Persons are obligated to keep such
\ninformation confidential. Neither the Agent nor any Purchaser nor any of their
\nrespective Affiliates shall use any information provided to any of the by or on
\nbehalf of any Guarantor or any of its Subsidiaries for any purpose or in any
\nmanner other than pursuant to the terms contemplated by this Agreement.<\/p>\n
Notwithstanding the foregoing, the Guarantor authorizes each Purchaser to
\ndisclose to any Participant or Assignee and to any prospective Participant or
\nAssignee, such financial and other information in such Purchaser’s possession
\nconcerning the Guarantor or its Subsidiaries which has been delivered to the
\nAgent or the Purchasers pursuant to this Agreement or which has been delivered
\nto the Agent or the Purchasers by the Guarantor in connection with the
\nPurchasers’ credit evaluation of the Guarantor prior to entering into this
\nAgreement; provided that, unless otherwise agreed by the Guarantor, such
\n ——–
\nParticipant or Assignee agrees in writing to such Purchaser to keep such
\ninformation confidential to the same extent required of the Purchasers
\nhereunder.<\/p>\n
Section 11.7. Assignments; Participations. (a) Any Purchaser may, with the
\n —————————
\nadvance written consent of the Transferor at all times other than during the
\nexistence of a Termination Event, which consent of the Transferor shall not be
\nunreasonably withheld, and the Agent, at any time assign and delegate to one or
\nmore Eligible Assignees (provided that no consent of the Transferor or the Agent
\nshall be required in connection with any assignment and delegation by a
\nPurchaser to an Eligible Assignee that is an Affiliate of such Purchaser) (each
\nan “Assignee”) all, or any ratable part of all, of the Purchased Interest and
\n ——–
\nthe other rights and obligations of such Purchaser hereunder, in a minimum
\namount of $10,000,000 and such Purchaser shall concurrently therewith assign a
\nratable portion in the Mattel Credit Agreement; provided, however, that the
\n ——– ——-
\nTransferor and the Agent may continue to deal solely and directly with such
\nPurchaser in connection with the interest so assigned to an Assignee until (i)
\nwritten notice of<\/p>\n
33<\/p>\n
such assignment, together with payment instructions, addresses and related
\ninformation with respect to the Assignee, shall have been given to the
\nTransferor and the Agent by such Purchaser and the Assignee; (ii) such Purchaser
\nand its Assignee shall have delivered to the Transferor and the Agent an
\nexecuted assignment together with any note or notes subject to such assignment
\nand (iii) the assignor Purchaser or Assignee has paid to the Agent a processing
\nfee in the amount of $3,000.<\/p>\n
(b) From and after the date that the Agent notifies the assignor Purchaser
\nthat it has received (and provided its consent with respect to) an executed
\nassignment and payment of the above-referenced processing fee, (i) the Assignee
\nthereunder shall be a party hereto and, to the extent that rights and
\nobligations hereunder have been assigned to it pursuant to such assignment,
\nshall have the rights and obligations of a Purchaser under this Agreement, and
\n(ii) the assignor Purchaser shall, to the extent that rights and obligations
\nhereunder have been assigned by it pursuant to such assignment, relinquish its
\nrights and be released from its obligations hereunder.<\/p>\n
(c) Upon advance written notice to the Transferor, each Purchaser shall
\nhave the right at any-time to sell or otherwise transfer participations in all
\nor any part of their pro rata portion of the Purchased Interest, to one or more
\nAffiliates of such Purchaser or to one or more commercial banks, merchant banks,
\nsavings and loan associations or any other institution (a “Participant”);
\n ———–
\nprovided that such Purchaser shall concurrently with any sale of a participation
\n——–
\nherein sell a ratable participation under the Credit Agreement and thereafter
\ncause any such participation herein to remain ratable with such participation
\nunder the Credit Agreement. The Transferor hereby acknowledges and agrees that
\nany such disposition will give rise to a direct obligation of the Transferor to
\nthe Participant and the Participant shall be entitled to the benefit of Section
\n ——-
\n9.10 as if it were a “Purchaser”; provided further, that in the case of a
\n—- ——– ——-
\nparticipation, (i) the Purchaser’s obligations under this Agreement shall remain
\nunchanged, (ii) the Purchaser shall remain solely responsible for the
\nperformance of such obligations, (iii) the Transferor and the Agent shall
\ncontinue to deal solely and directly with the Purchaser in connection with the
\nPurchaser’s rights and obligations under this Agreement, and (iv) no Purchaser
\nshall transfer or grant any participating interest under which the Participant
\nshall have rights to approve any amendment to, or any consent or waiver with
\nrespect to this Agreement except to the extent such amendment, consent or waiver
\nwould require unanimous consent. In the case of any such participation, the
\nParticipant shall not have any rights under this Agreement, or any documents
\nrelated hereto, and all amounts payable by the Transferor hereunder shall be
\ndetermined as if such Purchaser had not sold such participation, except that if
\namounts outstanding under this Agreement are due and unpaid, or shall have been
\ndeclared or shall have become due and payable upon the occurrence of a
\nTermination Event, each Participant shall be deemed to have the right of set-off
\nin respect of its participating interest in amounts owing under this Agreement
\nto the same extent as if the amount of its participating interest were owing
\ndirectly to it as a Purchaser under this Agreement.<\/p>\n
Section 11.8. Termination of Prior Transfer and Administration Agreement.
\n ———————————————————-
\n Certain of the Purchasers party hereto are all of the purchasers party to
\nthe Prior Transfer and Administration Agreement. Each of such purchasers hereby
\nconsent to the termination of such Transfer and Administration Agreement and
\nagree to, and authorize and direct NationsBank of Texas, N.A., as agent
\nthereunder, upon payment by the Transferor of all amounts due thereunder<\/p>\n
34<\/p>\n
and described in reasonable detail in writing to Transferor, to take any action
\nnecessary or reasonably requested by Mattel Factoring or Mattel to terminate
\nsuch Transfer and Administration Agreement (except those provisions thereof
\nwhich expressly survive).<\/p>\n
Section 11.9. Set Off. In addition to any rights now or hereafter granted
\n ——-
\nunder applicable law and not by way of limitation of any such rights, upon the
\noccurrence of and during the continuance of any Termination Event (after the
\ngiving of any notice and the expiration of any grace period contained in the
\ndefinition thereof), each Purchaser is hereby authorized by each Seller Party at
\nany time or from time to time, without notice to the Seller Parties or to any
\nother Person, any such notice being hereby expressly waived, to set off and to
\nappropriate any and all deposits (including, but not limited to, indebtedness
\nevidenced by certificates of deposit, whether matured or unmatured, but not
\nincluding trust accounts) and any other indebtedness at any time held or owing
\nby that Purchaser or any Affiliate thereof to or for the credit or the account
\nof a Seller Party and to apply any such amounts in accordance with the
\nprovisions of Section 9.10 irrespective of whether or not that shall have made
\n ————
\nany demand hereunder, and each such Purchaser or Affiliate is hereby irrevocably
\nauthorized to permit such set-off and appropriation.<\/p>\n
[SIGNATURES FOLLOW]<\/p>\n
35<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
\nReceivables Purchase Agreement as of the date first above written.<\/p>\n
MATTEL FACTORING, INC.,
\n as Transferor<\/p>\n
By:\/s\/ William Stavro
\n ———————————–
\n Name: William Stavro
\n Title: Senior Vice President
\n and Treasurer
\n Notice Address: M.S. 24-199
\n 2043 East Mariposa
\n El Segundo, CA 90245
\n Telecopy:<\/p>\n
MATTEL, INC.,<\/p>\n
as Guarantor and Servicer<\/p>\n
By:\/s\/ William Stavro
\n ———————————–
\n Name: William Stavro
\n Title: Senior Vice President
\n and Treasurer
\n Notice Address: 333 Continental Blvd.
\n El Segundo, CA 90245
\n Telecopy:<\/p>\n
NATIONSBANK OF TEXAS, N.A.,
\n as Agent<\/p>\n
By: \/s\/ Charles F. Lilygren
\n ———————————–
\n Name: Charles F. Lilygren
\n Title: Senior Vice President
\n Notice
\n Address: 444 S. Flower Street, Suite 4100
\n Los Angeles, California 90071
\n Telecopy:<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
——————– ——————-<\/p>\n
9.000000000 27,000,000 NATIONSBANK OF TEXAS,
\n N.A.<\/p>\n
By:\/s\/ Charles F. Lilygren
\n ———————–
\n Name: Charles F. Lilygren
\n Title:Senior Vice President<\/p>\n
Notice Address: 444 S. Flower Street, Suite 4100
\n Los Angeles, California 90071
\n Attn: Charles F. Lilygren<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
———————– ———————<\/p>\n
12.000000000 36,000,000 BANK OF AMERICA
\n NATIONAL TRUST AND
\n SAVINGS ASSOCIATION<\/p>\n
By:\/s\/ Robert W. Troutman
\n ———————-
\n Name: Robert W. Troutman
\n Title: Managing Director<\/p>\n
Notice Address: Credit Products Department #5618
\n 555 S. Flower Street, 11th Floor
\n Los Angeles, California 90071
\n Attn: Robert W. Troutman<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
———————– ————————<\/p>\n
9.000000000 27,000,000 THE CHASE MANHATTAN
\n BANK, N.A.<\/p>\n
By:\/s\/ Lenard Weiner
\n —————–
\n Name: Lenard Weiner
\n Title:M.D.<\/p>\n
Notice Address: Banking & Corporate Finance
\n 101 California Street, Suite 2725
\n San Francisco, California 94111
\n Attn:<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
——————— —————————-<\/p>\n
7.500000000 22,500,000 TORONTO DOMINION
\n (TEXAS), INC. <\/p>\n
By:\/s\/ Debbie A. Greene
\n ——————–
\n Name: DEBBIE A. GREENE
\n Title: VICE PRESIDENT <\/p>\n
Notice Address: Houston Agency
\n 900 Fanin Street, Suite 1700
\n Houston, Texas 77010
\n Attn:<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
———————– ————————<\/p>\n
7.500000000 22,500,000 CITICORP USA, INC.<\/p>\n
By:\/s\/ Deborah Ironson
\n ——————-
\n Name: Deborah Ironson
\n Title:Attorney-In-Fact<\/p>\n
Notice Address: c\/o Citicorp Securities, Inc.
\n 725 South Figueroa Street, 5th Floor
\n Los Angeles, California 90017
\n Attn: Deborah Ironson<\/p>\n
c\/o Citibank, N.A.
\n 2 Penn’s Way, Suite 200
\n New Castle, Delaware 19720
\n Attn: Sally Schoenleber<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
———————- ————————-<\/p>\n
7.500000000 22,500,000 ABN AMRO BANK, N.V.
\n Los Angeles International
\n Branch<\/p>\n
By:\/s\/ Ellen M. Coleman
\n ——————–
\n Name: ELLEN M. COLEMAN
\n Title: VICE PRESIDENT\/
\n DIRECTOR<\/p>\n
By:\/s\/ Heather F. Brandt
\n ———————-
\n Name: HEATHER F. BRANDT
\n Title: VICE PRESIDENT<\/p>\n
Notice Address: Los Angeles International Branch
\n 300 South Grand Avenue, Suite 1115
\n Los Angeles, California 90071
\n Attn: <\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
——————— ————————<\/p>\n
7.500000000 22,500,000 BANKBOSTON, N.A.<\/p>\n
By:\/s\/ Debra L. Zurka
\n ——————
\n Name: Debra L. Zurka
\n Title: Director <\/p>\n
Notice Address: U.S. Corporate Division
\n Mail Stop 01-09-05
\n 100 Federal Street
\n Boston, Massaachusetts 02110
\n Attn: Debra L. Zurka<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
——————— ————————–<\/p>\n
5.000000000 15,000,000 SOCIETE GENERALE <\/p>\n
By:\/s\/ J. Blaine Shaum
\n ——————-
\n Name: J. Blaine Shaum
\n Title:Regional Manager<\/p>\n
Notice Address: 2029 Century Park East, Suite 2900
\n Los Angeles, California 90067
\n Attn: J. Staley Stewart <\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
———————- ————————<\/p>\n
5.000000000 15,000,000 BANQUE NATIONALE
\n DE PARIS<\/p>\n
By:\/s\/ Clive Bettles
\n ——————
\n Name: Clive Bettles
\n Title: Senior Vice President
\n & Manager<\/p>\n
By:\/s\/ Mitchell M. Ozawa
\n ———————
\n Name: Mitchell M. Ozawa
\n Title: Vice President<\/p>\n
Notice Address: 725 South Figueroa Street, Suite 2090
\n Los Angeles, California 90017-5420
\n Attn: Mitchell M. Ozawa <\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Facility
\n Percentage (%) Facility Limit ($)<\/p>\n
——————– ————————<\/p>\n
5.000000000 15,000,000 UNION BANK OF CALIFORNIA,
\n N.A.<\/p>\n
By:\/s\/ Scott M. Lane
\n ——————-
\n Name: Scott M. Lane
\n Title: Vice President<\/p>\n
Notice Address: 550 South Hope Street, 3rd Floor
\n Los Angeles, California 90071
\n Attn: Scott M. Lane <\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Facility
\n Percentage (%) Facility Limit ($)<\/p>\n
——————— ————————-<\/p>\n
5.000000000 15,000,000 PNC BANK, NATIONAL
\n ASSOCIATION<\/p>\n
By:\/s\/ Timothy J. Marchando
\n ————————-
\n Name: Timothy J. Marchando
\n Title: Vice President<\/p>\n
Notice Address: Mail Stop P-1-POPP-02-4
\n 249 Fifth Avenue, 2nd Floor
\n Pittsburgh, Pennsylvania 15222-2707
\n Attn: Timothy J. Marchando<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
——————— ———————-<\/p>\n
5.000000000 15,000,000 MANUFACTURERS & TRADERS
\n TRUST CO.<\/p>\n
By:\/s\/ Geoffrey R. Fenn
\n ———————–
\n Name: Geoffrey R. Fenn
\n Title: Vice President<\/p>\n
Notice Address: 1 Fountain Plaza, 12th Floor
\n Buffalo, New York 14203
\n Attn: Geoffrey R. Fenn<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
———————– ———————–<\/p>\n
5.000000000 15,000,000 ISTITUTO BANARIO SAN
\n PAOLO DI TORINO SPA<\/p>\n
By:\/s\/ Carlo Persico
\n —————–
\n Name: Carlo Persico
\n Title:Deputy Manager <\/p>\n
By:\/s\/ Wendell Jones
\n —————–
\n Name: Wendell Jones
\n Title:Vice President<\/p>\n
Notice Address: 444 South Flower Street, Suite 4550
\n Los Angeles, California 90071
\n Attn: Donald W. Brown <\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
——————— ———————–<\/p>\n
5.000000000 15,000,000 DRESDNER BANK AG
\n New York Branch
\n and
\n Grand Cayman Branch<\/p>\n
By:\/s\/ John W. Sweeney
\n ——————-
\n Name: JOHN W. SWEENEY
\n Title:ASSISTANT VICE
\n PRESIDENT<\/p>\n
By:\/s\/ Brigitte Sacin
\n ——————-
\n Name: BRIGITTE SACIN
\n Title:ASSISTANT VICE
\n PRESIDENT <\/p>\n
Notice Address: Los Angeles Agency
\n 333 South Grand Avenue, Suite 1700
\n Los Angeles, California 90071-5439
\n Attn: Jon M. Bland<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Percentage (%) Facility Limit ($)<\/p>\n
——————— ————————<\/p>\n
2.500000000 7,500,000 NORTHERN TRUST COMPANY<\/p>\n
By:\/s\/ Martin G. Alston
\n ——————–
\n Name: Martin G. Alston
\n Title:Vice President <\/p>\n
Notice Address: 50 South LaSalle Street
\n Chicago, Illinois 60675
\n Attn:<\/p>\n
Dollar Amount
\n of Percentage
\n of Original
\n Facility
\n Percentage (%) Facility Limit ($)<\/p>\n
——————– ———————–<\/p>\n
2.500000000 7,500,000 THE INDUSTRIAL BANK OF
\n JAPAN, LIMITED<\/p>\n
By:\/s\/ Vicente L. Timiraos
\n ————————–
\n Name: Vicente L. Timiraos
\n Title:Senior Vice President
\n & Senior Deputy General
\n Manager<\/p>\n
Notice Address: 350 South Grand Avenue, Suite 1500
\n Los Angeles, California 90071
\n Attn: J. Blake Seaton<\/p>\n
EXHIBIT I<\/p>\n
[FORM OF] PURCHASE NOTICE
\n [Date]<\/p>\n
VIA FACSIMILE
\n————-<\/p>\n
NationsBank of Texas, N.A.
\n[Address]<\/p>\n
Attention: _________________
\n Facsimile: ______________<\/p>\n
Ladies and Gentlemen:<\/p>\n
This Purchase Notice is being delivered to you pursuant to Section 2.2 of
\n ———–
\nthe Receivables Purchase Agreement dated as of March ___, 1998 (as amended,
\namended and restated or otherwise modified from time to time in accordance with
\nits terms, the “Receivables Purchase Agreement”) among Mattel Factoring, Inc.,
\n ——————————
\nMattel, Inc., the financial institutions party thereto from time to time as
\nPurchasers, and NationsBank of Texas, N.A., as agent for such Purchasers.
\nCapitalized terms used herein without definition shall have the meanings
\nassigned thereto in the Receivables Purchase Agreement.<\/p>\n
The Servicer hereby notifies the Agent that the Transferor proposes to sell
\nto the Purchasers on [insert date] (the “Purchase Date”) an undivided percentage
\n ————-
\nownership interest in the Eligible Receivables and other items contemplated by<\/p>\n
Section 2.2(c) of the Receivables Purchase Agreement, which Eligible Receivables
\n————–
\nand other items shall be purchased by the<\/p>\n
I – 1<\/p>\n
Transferor on such Purchase Date from the Sellers pursuant to the Purchase and
\nSale Agreement. The Due Date for such sale will be [insert date], and the
\nproposed amount of the Purchasers’ Investment would be $__________. As of the
\ndate of this Purchase Notice, the aggregate outstanding principal balances of
\nsuch Eligible Receivables is $____________.<\/p>\n
Very truly yours,<\/p>\n
MATTEL, INC., as the Servicer<\/p>\n
By:_________________________________________
\n Name:_______________________________________
\n Title:______________________________________<\/p>\n
I – 2<\/p>\n
Attachment A to<\/p>\n
[Form of] Purchase Notice<\/p>\n
\n\n Obligor
\n ————————————————
\n Toys “R” Us, Inc. Wal-Mart Stores, Inc.
\n ———————– ———————-
\n
\nEligible Receivables:
\n Mattel Sales Corp. $ $
\n ———————- ———————
\n Fisher-Price, Inc. $ $
\n ———————- ———————
\nTotal Eligible Receivables: “A” $ $
\n ———————- ———————
\nPurchase Date: ________ ________
\nDue Date: ________ ________
\nYield Period in Number of Days: “B” ________ ________
\nPurchase Rate:
\n Estimated LIBOR ____% ___%
\n plus: Applicable Margin ________ ________
\nTotal Purchase Rate: “C” ____% ___%
\nYield [(B x C)\/360]: “D” ____% ___%
\nPurchasers’ Investments: “E” $ $
\n ———————- ———————
\nYield Reserve [D x E]: “F” ________ ________
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n I – 3<\/p>\n
\n\n
\nPurchased Interest [E + F)\/A]: $ $
\n ———————- ———————
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n\/*\/ Purchasers’ Investment shall be less than[A\/(1+D)].
\n\/*\/ Total Purchasers’ Investment cannot exceed the Purchasers’ Investment
\n Limit.
\n\/*\/ Purchased Interest cannot be more than 1.0.<\/p>\n
I – 4<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6550,6846,6851,7104,8145,8372,8542,9083,9158],"corporate_contracts_industries":[9415,9403],"corporate_contracts_types":[9564,9560],"class_list":["post-41246","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-abn-amro-holding-nv","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-bankboston-corp","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-mattel-inc","corporate_contracts_companies-northern-trust-corp","corporate_contracts_companies-pnc-financial-services-group-inc","corporate_contracts_companies-toronto-dominion-bank","corporate_contracts_companies-unionbancal-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-consumer__toys","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41246","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41246"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41246"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41246"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41246"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}