Common use of Increased Capital Requirements Clause in Contracts

Increased Capital Requirements. In the event that, as a result ------------------------------ of any Regulatory Change, compliance by any Lender with any applicable law or governmental rule, requirement, regulation, guideline or order (whether or not having the force of law) regarding capital adequacy has the effect of reducing the rate of return on such Lender's capital as a consequence of such Lender's Commitment or amounts outstanding under such Lender's Note to a level below that which such Lender would have achieved but for such compliance (taking into consideration such Lender's policies with respect to capital adequacy), then from time to time the Company shall pay to such Lender, within thirty days after written demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender computed such reduction and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lender, whether or not such Lender allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender to the Company.

Increased Capital Requirements. In the event thatIf any present or future, as a result ------------------------------ of or any Regulatory Changechange in any present or future, compliance by any Lender with any applicable law or any governmental rule, requirementregulation, regulationpolicy, guideline or order directive (whether or not having the force of law) regarding or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of capital adequacy has required or expected to be maintained by any of the Banks or any corporation controlling any of the Banks and such Bank determines that any of the foregoing imposes or increases a requirement by such Bank to allocate capital resources to such Bank's credit facility established hereunder or any loans made pursuant hereto, which would have the effect of reducing the rate of return on such LenderBank's capital as a consequence of such Lender's Commitment or amounts outstanding under such Lender's Note to a level below that which such Lender would Bank could have achieved (assuming full utilization of the Bank's capital) but for such compliance increased capital requirements, then such Bank may notify the Company (taking into consideration with a copy to the Agent) of such Lender's policies fact. To the extent that the costs of such increased capital requirements are not reflected in the Base Rate, the Eurocurrency Rate or the Competitive Bid Rate, the Company and such Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder with respect to capital adequacysuch Bank's Commitment and, in the case of any Loans made by such Bank after the date of the Company's receipt of such notice ("New Loans"), then from time to time all such New Loans, which adjustment will adequately compensate the Bank in light of these circumstances. If the Company shall pay and such Bank are unable to agree to such Lender, adjustment within thirty (30) days after written demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction; provided, that of the day on which the Company shall not be obligated to pay any receives such additional amount (i) unless such Lender shall first have notified notice, then effective from the date on which the Company in writing that it intends has received such notice (but not earlier than the effective day of such requirement or retroactive to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days any date prior to the date of on which the first Company has received such notice notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Regulatory Change (the "Excluded Period")Bank shall increase by an amount which will, except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Changein such Bank's reasonable determination, provide adequate compensation. A certificate, which Such Bank shall be conclusive except for manifest error, as to the amount of any allocate such reduction (including calculations cost increases among its customers in reasonable detail showing how such Lender computed such reduction good faith and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lender, whether or not such Lender allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender to the Companyon an equitable basis.

Increased Capital Requirements. In the event thatIf any present or future, as a result ------------------------------ of or any Regulatory Changechange in any present or future, compliance by any Lender with any applicable law or any governmental rule, requirementregulation, regulationpolicy, guideline or order directive (whether or not having the force of law) regarding or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of capital adequacy has required or expected to be maintained by any of the Banks or any corporation controlling any of the Banks and such Bank determines that any of the foregoing imposes or increases a requirement by such Bank to allocate capital resources to such Bank's credit facility established hereunder or any loans made pursuant hereto, which would have the effect of reducing the rate of return on such LenderBank's capital as a consequence of such Lender's Commitment or amounts outstanding under such Lender's Note to a level below that which such Lender would Bank could have achieved (assuming full utilization of the Bank's capital) but for such compliance increased capital requirements, then such Bank may notify the Company and Hasbro SA (taking into consideration with a copy to the Agent) of such Lender's policies fact. To the extent that the costs of such increased capital requirements are not reflected in the Base Rate, the Eurocurrency Rate or the Competitive Bid Rate, the Company, Hasbro SA and such Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder with respect to capital adequacysuch Bank's Commitment and, in the case of any Loans made by such Bank after the date of the Company's and Hasbro SA's receipt of such notice ("New Loans"), then from time all such New Loans, which adjustment will adequately compensate the Bank in light of these circumstances. If the Company, Hasbro SA and such Bank are unable to time agree to such adjustment within thirty (30) days of the day on which the Company shall pay to and Hasbro SA receive such Lendernotice, within thirty days after written demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction; provided, that then effective from the date on which the Company shall and Hasbro SA have received such notice (but not be obligated earlier than the effective day of such requirement or retroactive to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days date prior to the date of on which the first Company and Hasbro SA have received such notice notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Regulatory Change (the "Excluded Period")Bank shall increase by an amount which will, except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Changein such Bank's reasonable determination, provide adequate compensation. A certificate, which Such Bank shall be conclusive except for manifest error, as to the amount of any allocate such reduction (including calculations cost increases among its customers in reasonable detail showing how such Lender computed such reduction good faith and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lender, whether or not such Lender allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender to the Companyon an equitable basis.

Increased Capital Requirements. In the event that, as a result ------------------------------ of any Regulatory Change, compliance by any Lender with any applicable law or governmental rule, requirement, regulation, guideline or order (whether or not having the force of law) regarding capital adequacy has the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's parent corporation as a consequence of such Lender's Commitment the Commitments or amounts outstanding under such Lender's Note Notes to a level below that which such Lender or its parent would have achieved but for such compliance (taking into consideration such Lender's policies with respect to capital adequacy)compliance, then from time to time the Company Borrower shall pay to such Lender, within thirty days after written demand by such Lender, Lender or its parent such additional amount or amounts as will compensate such Lender or its parent for such reduction; provided, however, that the Company Borrower shall not be obligated to pay any such additional amount or amounts (ia) unless such Lender shall have first have notified the Company Borrower in writing that it intends to seek such compensation from the Borrower pursuant to this Sectionsentence, or and (iib) which are attributable to any period of time occurring prior to the extent such additional amount date which is attributable to the period ending 91 days one year prior to the date of receipt by the first Borrower of such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Changenotice. A certificate, which shall be conclusive except for manifest error, certificate as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender computed such reduction and a statement that such Lender has not allocated to its Commitment the Commitments or amounts outstanding under its Note such Lender's Notes a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such LenderLender or its parent, whether or not such Lender allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender to the CompanyBorrower.

Increased Capital Requirements. In the event If at any time any Lender or L/C Issuer reasonably determines that, as a result ------------------------------ after the date hereof, the adoption of, or any change in or in the interpretation, application or administration of, or compliance with, any Requirement of Law (other than any Regulatory Change, compliance by imposition or increase of Eurodollar Reserve Requirements) from any Lender with any applicable law or governmental rule, requirement, regulation, guideline or order (whether or not having the force of law) Governmental Authority regarding capital adequacy has or liquidity requirements, reserves, special deposits, compulsory loans, insurance charges against property of, deposits with or for the account of, Obligations owing to, or other credit extended or participated in by, any Lender or L/C Issuer or any similar requirement (in each case other than any imposition or increase of Eurodollar Reserve Requirements) shall have the effect of reducing the rate of return on the capital of such Lender's capital ’s or L/C Issuer (or any corporation controlling such Lender or L/C Issuer) as a consequence of such Lender's Commitment its obligations under or amounts outstanding under such Lender's Note with respect to any Loan Document or Letter of Credit to a level below that which which, taking into account the capital adequacy policies of such Lender would Lender, L/C Issuer or corporation, such Lender, L/C Issuer or corporation could have achieved but for such compliance (taking into consideration such Lender's policies with respect to capital adequacy)adoption or change, then then, upon demand from time to time by such Lender or L/C Issuer (with a copy of such demand to the Company Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, within thirty days after written demand by such Lender, such additional amount or Lender amounts as will sufficient to compensate such Lender for such reduction; providedprovided that notwithstanding anything herein to the contrary, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in writing that it intends to seek such compensation pursuant to this Section, or connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to the extent such additional amount is attributable Basel III, shall in each case be deemed to the period ending 91 days prior to be a change in a Requirement of Law, regardless of the date of the first such notice with respect to such Regulatory Change (the "Excluded Period")enacted, except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Changeadopted or issued. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender computed such reduction and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lender, whether or not such Lender allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender to the Company.71 [[NYCORP:3713047v14:05/10/2018--10:17 PM]]

Increased Capital Requirements. In the event that, as a result ------------------------------ of If any Regulatory Change, compliance by any Lender with any applicable law or any governmental rule, requirementregulation, regulationpolicy, guideline or order directive (whether or not having the force of law) regarding or the interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital adequacy required to be maintained by the Bank or any corporation controlling the Bank and the Bank determines that the amount of capital required is increased by or based upon the existence of the credit facilities established hereunder or any Loans made pursuant hereto, and such increase has or would have the effect of reducing the rate of return on such Lenderthe Bank's capital as a consequence of such Lender's Commitment or amounts outstanding under such Lender's Note equity to a level below that which such Lender would the Bank could have achieved but for such compliance (taking into consideration such Lenderthe Bank's then existing policies with respect to capital adequacy)adequacy and assuming the full utilization of the Bank's capital) but for such law, rule, regulation, policy, guideline or directive, then from time to time the Company Bank shall pay to such Lender, within thirty days after written demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company notify each Borrower in writing that it intends to seek of such compensation pursuant to this Section, or (ii) to fact. To the extent such additional amount reduction is attributable to any specific Loan or Loans, the period ending 91 days prior applicable Borrower(s) agree(s) to pay to the date of Bank the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender computed such reduction and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable to such Loan or Loans as and when such reduction is determined, upon presentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error. To the extent such reduction is not so attributable to any Loan or Loans, each Borrower agrees to pay, in the proportion that the average amount of Loans outstanding made to such Borrower for its other commitments own account or for the account of each Portfolio, as applicable, during the preceding 12-month period (or such shorter period that this Agreement shall have been effective) bears to lend or the average amount of all Loans outstanding to each of its other outstanding credit extensions that are affected similarly by all Borrowers during such compliance by such Lenderperiod (or, whether or not such Lender allocates any portion if no Loans shall have been be outstanding, 10% of such reduction to amount), the amount of such other commitments or credit extensions) reduction, determined and paid as aforesaid. In determining such amount, the Bank may use any reasonable averaging and attribution methods. In this connection, the Bank shall be furnished promptly by allocate such Lender to the Companycosts among its customers in good faith and on an equitable basis.

Increased Capital Requirements. In the event that, as a result ------------------------------ of any Regulatory Change, compliance by any Lender with any applicable law or governmental rule, requirement, regulation, guideline or order (whether or not having the force of law) regarding capital adequacy has the effect of reducing the rate of return on such Lender's capital as a consequence of such Lender's Commitment or amounts outstanding under such Lender's Note to a level below that which such Lender would have achieved but for such compliance (taking into consideration such Lender's policies with respect to capital adequacy), then from time to time the Company Borrowers shall pay to such Lender, within thirty days after written demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Company Borrowers shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company Borrowers in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender computed such reduction and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lender, whether or not such Lender allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender to the CompanyBorrowers.

Increased Capital Requirements. In the event that, as a result ------------------------------ of If any Regulatory Change, compliance by any Lender with any applicable law or any governmental rule, requirementregulation, regulationpolicy, guideline or order directive (whether or not having the force of law) regarding or the interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital adequacy required to be maintained by the Bank or any corporation controlling the Bank and the Bank determines that the amount of capital required is increased by or based upon the existence of the credit facilities established hereunder or any Loans made pursuant hereto, and such increase has or would have the effect of reducing the rate of return on such Lenderthe Bank's capital as a consequence of such Lender's Commitment or amounts outstanding under such Lender's Note equity to a level below that which such Lender would the Bank could have achieved but for such compliance (taking into consideration such Lenderthe Bank's then existing policies with respect to capital adequacy)adequacy and assuming the full utilization of the Bank's capital) but for such law, rule, regulation, policy, guideline or directive, then from time to time the Company Bank shall pay to such Lender, within thirty days after written demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company notify each Borrower in writing that it intends to seek of such compensation pursuant to this Section, or (ii) to fact. To the extent such additional amount reduction is attributable to any specific Loan or Loans, the period ending 91 days prior applicable Borrower(s) agree(s) to pay to the date of Bank, the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender computed such reduction and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable to such Loan or Loans as and when such reduction is determined, upon presentation by the Bank of a statement in the amount and setting forth the Bank's calculation thereof, which statement shall be deemed true and correct absent manifest error. To the extent such reduction is not so attributable to any Loan or Loans, each Borrower agrees to pay, in the proportion that such Xxxxxxxx's net assets as of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lender, whether or not such Lender allocates any portion the date of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender statement bears to the Companynet assets of all Borrowers as of such date, the amount of such reduction, determined and paid as aforesaid. In determining such amount, the Bank may use any reasonable averaging and attribution methods. In this connection, the Bank shall allocate such costs among its customers in good faith and on an equitable basis.

Increased Capital Requirements. In If any Bank shall have determined that the event that, as a result ------------------------------ adoption or implementation of any Regulatory Changeapplicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein (including, without limitation, any change according to a prescribed schedule of increasing requirements, whether or not known on the date of this Agreement), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender such Bank with any applicable law request or governmental rule, requirement, regulation, guideline or order directive of any such Person regarding capital adequacy (whether or not having the force of law) regarding capital adequacy has the effect of reducing the rate of return on such LenderBank's capital as a consequence of such Lender's Commitment or amounts outstanding under such Lender's Note to a level below that which such Lender would Bank could have achieved but for such compliance (taking into consideration such LenderBank's policies with respect to capital adequacyadequacy immediately before such adoption, implementation, change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, implementation, change or compliance) but for such adoption, implementation, change or compliance as a consequence of such Bank's participation in the credit facilities established hereunder, including its commitment to make Committed Credit Loans, by any amount reasonably deemed by such Bank to be material, the Borrowers shall, upon five (5) Banking Days' prior notice to the Borrower Agent for each Borrower from such Bank (with a copy to the Operations Agent), then pay to the Operations Agent for the benefit of such Bank as an additional fee from time to time the Company on demand such amount as such Bank shall pay have determined to such Lender, within thirty days after written demand by such Lender, such additional amount or amounts as will be necessary to compensate such Lender it for such reduction; provided. The determination by such Bank (in consultation with the Operations Agent) of such amount, that if done in good faith on the Company basis of any reasonable averaging and attribution methods, shall, in the absence of manifest error, be conclusive, and, at the request of the Borrowers, such Bank shall not demonstrate the basis for such determination. No Borrower shall be obligated required to pay compensate any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to Bank under this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 Section 4.07 for any reduction incurred more than 180 days prior to the date such Bank notifies the Borrower Agent of the first such notice with respect event giving rise to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender computed such reduction and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable Bank's intention to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lender, whether or not such Lender allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender to the Companyclaim compensation therefor.

Increased Capital Requirements. In the event that, as a result ------------------------------ of any Regulatory Change, compliance by any Lender the Bank with any applicable law or governmental rule, requirement, regulation, guideline or order (whether or not having the force of law) regarding capital adequacy has the effect of reducing the rate of return on such Lenderthe Bank's capital as a consequence of such Lender's the Commitment or amounts outstanding under such Lender's the Note to a level below that which such Lender the Bank would have achieved but for such compliance (taking into consideration such Lenderthe Bank's policies with respect to capital adequacy), then from time to time the Company Borrower shall pay to such Lenderthe Bank, within thirty days after written demand by such Lenderthe Bank, such additional amount or amounts as will compensate such Lender the Bank for such reduction; provided, provided that the Company Borrower shall not be obligated to pay any such additional amount (i) unless such Lender the Bank shall first have notified the Company Borrower in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender the Bank computed such - 27 - reduction and a statement that such Lender the Bank has not allocated to its the Commitment or amounts outstanding under its the Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lenderthe Bank, whether or not such Lender the Bank allocates any portion of such reduction to such other commitments or credit extensions) , shall be furnished promptly by such Lender the Bank to the CompanyBorrower.

Increased Capital Requirements. In the event that, as a result ------------------------------ of If (i) any Regulatory Change, compliance by any Lender with any applicable change in law or any governmental rule, requirementregulation, regulationpolicy, guideline or order directive (whether or not having the force of law) regarding or the interpretation thereof by a court or governmental authority with appropriate jurisdiction or (ii) the implementation of any risk-based capital adequacy has guideline or requirement (whether or not having the effect force of reducing law) heretofore or hereafter issued by any government or governmental or supervisory authority, affects the amount of capital required or expected to be maintained by any of the Banks or any corporation controlling any of the Banks and any Bank determines that the amount of capital required is increased by or based upon the existence of the credit facility established hereunder or any Loans made pursuant hereto then such Bank may notify the Company and the Agent of such fact. To the extent that the costs of such increased capital requirements are not reflected in the interest rates charged on the Loans, the Company and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Bank in light of these circumstances. If the Company and the Bank are unable to agree to such adjustment within thirty days of the day on which the Company receives such notice, then commencing on the date of such notice (but not earlier than the effective date of any such change), the fees payable hereunder shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on such Lender's capital as a consequence assets or equity of such Lender's Bank allocable by such Bank to its portion of the Total Commitment or amounts outstanding under such Lender's Note the Loans to a level below that which such Lender would Bank or any controlling corporation could have achieved but for such compliance (taking into consideration such Lender's policies with respect to capital adequacyrequirements), then from time to time the Company shall pay to such Lender, within thirty days after written demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender computed such reduction and a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lender, whether or not such Lender allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender to the Company.

Increased Capital Requirements. In the event that, as a result ------------------------------ of any Regulatory Change, compliance by any Lender the Bank with any applicable law or governmental rule, requirement, regulation, guideline or order (whether or not having the force of law) regarding capital adequacy has the effect of reducing the rate of return on such Lenderthe Bank's capital as a consequence of such Lender's the Commitment or amounts outstanding under such Lender's the Note to a level below that which such Lender the Bank would have achieved but for such compliance (taking into consideration such Lenderthe Bank's policies with respect to capital adequacy), then from time to time the Company Borrowers shall pay to such Lenderthe Bank, within thirty days after written demand by such Lenderthe Bank, such additional amount or amounts as will compensate such Lender the Bank for such reduction; provided, provided that the Company Borrowers shall not be obligated to pay any such additional amount (i) unless such Lender the Bank shall first have notified the Company Borrowers in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to -17- the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender the Bank computed such reduction and a statement that such Lender the Bank has not allocated to its the Commitment or amounts outstanding under its the Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such Lenderthe Bank, whether or not such Lender the Bank allocates any portion of such reduction to such other commitments or credit extensions) , shall be furnished promptly by such Lender the Bank to the CompanyBorrowers.

Increased Capital Requirements. In the event that, as a result ------------------------------ of any Regulatory Change, compliance by any Lender Bank with any applicable law or governmental rule, requirement, regulation, guideline or order (whether or not having the force of law) regarding capital adequacy has the effect of reducing the rate of return on such LenderBank's capital as a consequence of such LenderBank's Warehousing Commitment or amounts outstanding under such LenderBank's Warehousing Note to a level below that which such Lender Bank would have achieved but for such compliance (taking into consideration such LenderBank's policies with respect to capital adequacy), then from time to time the Company shall pay to such LenderBank, within thirty days after written demand by such LenderBank, such additional amount or amounts as will compensate such Lender Bank for such reduction; provided, that the Company shall not be obligated to pay any such additional amount (i) unless such Lender Bank shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how such Lender Bank computed such reduction and a statement that such Lender Bank has not allocated to its Warehousing Commitment or amounts outstanding under its Warehousing Note a proportionately greater amount of such reduction than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected similarly by such compliance by such LenderBank, whether or not such Lender Bank allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Lender Bank to the Company.