FOR DISTRIBUTION TO THE ADMINISTRATIVE AGENT, EACH LENDER
AND THE BORROWERS;
(II)
NOTES EXECUTED BY THE BORROWERS IN FAVOR OF EACH LENDER
REQUESTING NOTES;
(III)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER EQUIVALENT ACTION
AND INCUMBENCY CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN PARTY AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST EVIDENCING THE IDENTITY, AUTHORITY
AND CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS A
RESPONSIBLE OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH LOAN PARTY IS A PARTY;
(IV)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT
MAY REASONABLY REQUEST TO EVIDENCE THAT EACH LOAN PARTY IS VALIDLY EXISTING AND
IN GOOD STANDING AND QUALIFIED TO ENGAGE IN BUSINESS IN ITS JURISDICTION OF
ORGANIZATION;
(V)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE COMPANY
CERTIFYING (A) THAT THE CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND (B)
HAVE
BEEN SATISFIED, (B) OTHER THAN AS PUBLICLY DISCLOSED PRIOR TO OCTOBER 29, 2018,
THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE THE DATE OF THE AUDITED
FINANCIAL STATEMENTS THAT HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT; (C) THE
CURRENT DEBT RATINGS AND (D) THAT, EXCEPT AS SET FORTH ON SCHEDULE 5.06(B),
THERE ARE NO ACTIONS, SUITS, INVESTIGATIONS OR PROCEEDINGS PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED IN ANY COURT OR BEFORE ANY ARBITRATOR OR
GOVERNMENTAL AUTHORITY THAT WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; AND
(VI)
OPINIONS OF (I) TARRANT SIBLEY, ESQ., SENIOR VICE PRESIDENT
AND DEPUTY GENERAL COUNSEL OF THE COMPANY, SUBSTANTIALLY IN THE FORM OF EXHIBIT
I-1 HERETO, (II) JULIA RUNNACLES, VICE PRESIDENT, EUROPEAN LEGAL GENERAL
SECRETARY, HASBRO SA, SUBSTANTIALLY IN THE FORM OF EXHIBIT I-2 HERETO AND (III)
WILMER CUTLER PICKERING HALE AND DORR LLP, SPECIAL NEW YORK COUNSEL TO THE LOAN
PARTIES, SUBSTANTIALLY IN THE FORM OF EXHIBIT I-3 HERETO.
(B)
ALL ACCRUED AND INVOICED FEES AND EXPENSES OF THE LEAD
ARRANGERS, THE ADMINISTRATIVE AGENT AND THE LENDERS (INCLUDING THE FEES AND
EXPENSES OF COUNSEL FOR THE ADMINISTRATIVE AGENT) REQUIRED TO BE PAID ON OR
BEFORE THE CLOSING DATE SHALL HAVE BEEN PAID.
(C)
ALL OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT (OTHER
THAN OBLIGATIONS IN RESPECT OF EXISTING LETTERS OF CREDIT WHICH SHALL BE DEEMED
TO BE LETTERS OF CREDIT ISSUED UNDER THIS AGREEMENT PURSUANT TO SECTION 10.21)
SHALL HAVE BEEN PAID IN FULL AND ALL COMMITMENTS THEREUNDER OF LENDERS PARTY
THERETO WHO ARE NOT PARTIES TO THIS AGREEMENT SHALL HAVE BEEN TERMINATED AND ALL
COMMITMENTS THEREUNDER OF THE LENDERS PARTY TO THIS AGREEMENT SHALL BE EVIDENCED
ONLY BY THIS AGREEMENT.
(D)
(I) UPON THE REASONABLE REQUEST OF ANY LENDER MADE AT LEAST
10 BUSINESS DAYS PRIOR TO THE CLOSING DATE, THE BORROWERS SHALL HAVE PROVIDED TO
SUCH LENDER, AND SUCH LENDER SHALL BE REASONABLY SATISFIED WITH, THE
DOCUMENTATION AND OTHER INFORMATION SO REQUESTED IN CONNECTION WITH APPLICABLE
"KNOW YOUR CUSTOMER" AND ANTI-MONEY-LAUNDERING RULES AND
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REGULATIONS, INCLUDING, WITHOUT LIMITATION,