Common use of Increased Capital Requirements Clause in Contracts

Increased Capital Requirements. If any present or future, or any change in any present or future, law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction 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 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 return on such Bank's capital to a level below that which such Bank could have achieved (assuming full utilization of the Bank's capital) but for such increased capital requirements, then such Bank may notify the Company and Hasbro SA (with a copy to the Agent) of such 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 such 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"), 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 agree to such adjustment within thirty (30) days of the day on which the Company and Hasbro SA receive such notice, then effective from the date on which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive to any date prior to the date on which the Company and Hasbro SA have received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Increased Capital Requirements. If any present or future, or any change in any present or future, law or any governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction 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 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 return on such Bank's capital to a level below that which such Bank could have achieved (assuming full utilization of the Bank's capital) but for such increased capital requirements, then such Bank may notify the Company and Hasbro SA (with a copy to the Agent) of such 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 Company and such Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder with respect to such 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"), all such New Loans, which adjustment will adequately compensate the Bank in light of these circumstances. If the Company, Hasbro SA Company and such Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Company and Hasbro SA receive receives such notice, then effective from the date on which the Company and Hasbro SA have has received such notice (but not earlier than the effective day of such requirement or retroactive to any date prior to the date on which the Company and Hasbro SA have has received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Increased Capital Requirements. If In the event that, as a result ------------------------------ of any present or futureRegulatory Change, or compliance by any change in Lender with any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such BankLender'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 Bank could Lender would have achieved (assuming full utilization of the Bank's capital) but for such increased compliance (taking into consideration such Lender's policies with respect to capital requirementsadequacy), then such Bank may notify from time to time the Company and Hasbro SA 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 (with a copy 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 Agent) of extent such 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 additional amount is attributable to the compensation payable hereunder period ending 91 days prior to the date of the first such notice with respect to such Bank's Commitment and, in Regulatory Change (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 LoansExcluded Period"), all such New Loansexcept 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 adjustment will adequately compensate shall be conclusive except for manifest error, as to the Bank amount of any such reduction (including calculations in light 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 these circumstances. If 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, Hasbro SA and such Bank are unable to agree to such adjustment within thirty (30) days of the day on which the Company and Hasbro SA receive such notice, then effective from the date on which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive to any date prior to the date on which the Company and Hasbro SA have received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Increased Capital Requirements. If In the event that, as a result of any present or futureRegulatory Change, or compliance by the Bank with any change in any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such the Bank's capital as a consequence of the Commitment or amounts outstanding under the Note to a level below that which such the Bank could would have achieved but for such compliance (assuming full utilization of taking into consideration the Bank's capital) but policies with respect to capital adequacy), then from time to time the Borrowers shall pay to the Bank, within thirty days after written demand by the Bank, such additional amount or amounts as will compensate the Bank for such increased capital requirementsreduction; provided that the Borrowers shall not be obligated to pay any such additional amount (i) unless the Bank shall first have notified the Borrowers in writing that it intends to seek such compensation pursuant to this Section, then such Bank may notify the Company and Hasbro SA or (with a copy ii) to the Agent) of extent such 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 additional amount is attributable to the compensation payable hereunder period ending 91 days prior to -17- the date of the first such notice with respect to such Bank's Commitment and, in Regulatory Change (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 LoansExcluded Period"), all such New Loansexcept 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 adjustment will adequately compensate shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how the Bank in light computed such reduction and a statement that the Bank has not allocated to the Commitment or amounts outstanding under the Note a proportionately greater amount of these circumstances. If 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 the CompanyBank, Hasbro SA and whether or not the Bank allocates any portion of such Bank are unable to agree reduction to such adjustment within thirty (30) days of other commitments or credit extensions, shall be furnished promptly by the day on which the Company and Hasbro SA receive such notice, then effective from the date on which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive to any date prior Bank to the date on which the Company and Hasbro SA have received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basisBorrowers.

Increased Capital Requirements. If In the event that, as a result of any present or futureRegulatory Change, or compliance by any change in Lender with any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such BankLender'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 Bank could Lender would have achieved (assuming full utilization of the Bank's capital) but for such increased compliance (taking into consideration such Lender's policies with respect to capital requirementsadequacy), then from time to time Borrower shall pay to such Bank may notify the Company and Hasbro SA 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 Borrower shall not be obligated to pay any such additional amount (with a copy i) unless such Lender shall first have notified Borrower in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the Agent) of extent such 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 additional amount is attributable to the compensation payable hereunder period ending 91 days prior to the date of the first such notice with respect to such Bank's Commitment and, in Regulatory Change (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 LoansExcluded Period"), all such New Loansexcept 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 adjustment will adequately compensate shall be conclusive except for manifest error, as to the Bank amount of any such reduction (including calculations in light 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 these circumstances. If the Companysuch 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, Hasbro SA and whether or not such Bank are unable to agree Lender allocates any portion of such reduction to such adjustment within thirty (30other commitments or credit extensions) days of the day on which the Company and Hasbro SA receive shall be furnished promptly by such notice, then effective from the date on which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive Lender to any date prior to the date on which the Company and Hasbro SA have received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basisBorrower.

Increased Capital Requirements. If In the event that, as a result of any present or futureRegulatory Change, or compliance by any change in Lender with any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such BankLender's capital or on the capital of such Lender's parent corporation as a consequence of the Commitments or amounts outstanding under such Lender's Notes to a level below that which such Bank could Lender or its parent would have achieved (assuming full utilization of the Bank's capital) but for such increased capital requirementscompliance, then from time to time the Borrower shall pay to such Bank may notify the Company and Hasbro SA (with a copy to the Agent) of Lender or its parent such fact. To the extent additional amount or amounts as will compensate such Lender or its parent for such reduction; provided, however, that the costs of Borrower shall not be obligated to pay any such increased capital requirements are not reflected amount or amounts (a) unless such Lender shall have first notified the Borrower in the Base Rate, the Eurocurrency Rate or the Competitive Bid Rate, the Company, Hasbro SA and such Bank shall thereafter attempt writing that it intends to negotiate in good faith an adjustment to the seek compensation payable hereunder with respect to such 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"), 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 agree to such adjustment within thirty (30) days of the day on which the Company and Hasbro SA receive such notice, then effective from the date on Borrower pursuant to this sentence, and (b) which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive are attributable to any date period of time occurring prior to the date on which is one year prior to the Company and Hasbro SA have received date of receipt by the Borrower of such notice). A 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 the Commitments or amounts outstanding under 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 Lender 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 fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basisBorrower.

Increased Capital Requirements. If In the event that, as a result of any present or futureRegulatory Change, or compliance by any change in Lender with any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such BankLender'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 Bank could Lender would have achieved (assuming full utilization of the Bank's capital) but for such increased compliance (taking into consideration such Lender's policies with respect to capital requirementsadequacy), then from time to time the Borrowers shall pay to such Bank may notify 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 and Hasbro SA Borrowers shall not be obligated to pay any such additional amount (with a copy i) unless such Lender shall first have notified the Borrowers in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the Agent) of extent such 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 additional amount is attributable to the compensation payable hereunder period ending 91 days prior to the date of the first such notice with respect to such Bank's Commitment and, in Regulatory Change (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 LoansExcluded Period"), all such New Loansexcept 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 adjustment will adequately compensate shall be conclusive except for manifest error, as to the Bank amount of any such reduction (including calculations in light 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 these circumstances. If the Companysuch 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, Hasbro SA and whether or not such Bank are unable to agree Lender allocates any portion of such reduction to such adjustment within thirty (30other commitments or credit extensions) days of the day on which the Company and Hasbro SA receive shall be furnished promptly by such notice, then effective from the date on which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive to any date prior Lender to the date on which the Company and Hasbro SA have received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basisBorrowers.

Increased Capital Requirements. If In the event that, as a result ------------------------------ of any present or futureRegulatory Change, or compliance by any change in Bank with any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such Bank's capital as a consequence of such Bank's Warehousing Commitment or amounts outstanding under such Bank's Warehousing Note to a level below that which such Bank could would have achieved (assuming full utilization of the Bank's capital) but for such increased compliance (taking into consideration such Bank's policies with respect to capital requirementsadequacy), then from time to time the Company shall pay to such Bank, within thirty days after written demand by such Bank, such additional amount or amounts as will compensate such Bank may notify for such reduction; provided, that the Company and Hasbro SA shall not be obligated to pay any such additional amount (with a copy to the Agenti) of such 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 unless such Bank shall thereafter attempt first have notified the Company in writing that it intends to negotiate in good faith an adjustment seek such compensation pursuant to this Section, or (ii) to the compensation payable hereunder 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 Bank's Commitment andRegulatory Change (the "Excluded Period"), in except to the case 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 Loans made such reduction (including calculations in reasonable detail showing how such Bank computed such reduction and a statement that such 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 Bank, whether or not such Bank allocates any portion of such reduction to such other commitments or credit extensions) shall be furnished promptly by such Bank after the date of to the Company's and Hasbro SA's receipt of such notice ("New Loans"), 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 agree to such adjustment within thirty (30) days of the day on which the Company and Hasbro SA receive such notice, then effective from the date on which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive to any date prior to the date on which the Company and Hasbro SA have received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

Increased Capital Requirements. If In the event that, as a result of any present or futureRegulatory Change, or compliance by the Bank with any change in any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such the Bank's capital as a consequence of the Commitment or amounts outstanding under the Note to a level below that which such the Bank could would have achieved but for such compliance (assuming full utilization of taking into consideration the Bank's capital) but policies with respect to capital adequacy), then from time to time the Borrower shall pay to the Bank, within thirty days after written demand by the Bank, such additional amount or amounts as will compensate the Bank for such increased capital requirementsreduction; provided that the Borrower shall not be obligated to pay any such additional amount (i) unless the Bank shall first have notified the Borrower in writing that it intends to seek such compensation pursuant to this Section, then such Bank may notify the Company and Hasbro SA or (with a copy ii) to the Agent) of extent such 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 additional amount is attributable to the compensation payable hereunder period ending 91 days prior to the date of the first such notice with respect to such Bank's Commitment and, in Regulatory Change (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 LoansExcluded Period"), all such New Loansexcept 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 adjustment will adequately compensate shall be conclusive except for manifest error, as to the amount of any such reduction (including calculations in reasonable detail showing how the Bank in light computed such - 27 - reduction and a statement that the Bank has not allocated to the Commitment or amounts outstanding under the Note a proportionately greater amount of these circumstances. If 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 the CompanyBank, Hasbro SA and whether or not the Bank allocates any portion of such Bank are unable to agree reduction to such adjustment within thirty (30) days of other commitments or credit extensions, shall be furnished promptly by the day on which the Company and Hasbro SA receive such notice, then effective from the date on which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive to any date prior Bank to the date on which the Company and Hasbro SA have received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basisBorrower.

Increased Capital Requirements. If In the event that, as a result of any present or futureRegulatory Change, or compliance by any change in Lender with any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such Bank's 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 Bank could Lender would have achieved (assuming full utilization of the Bank's capital) but for such increased compliance (taking into consideration such Lender’s policies with respect to capital requirementsadequacy), then from time to time the Borrowers shall pay to such Bank may notify 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 and Hasbro SA Borrowers shall not be obligated to pay any such additional amount (with a copy i) unless such Lender shall first have notified the Borrowers in writing that it intends to seek such compensation pursuant to this Section, or (ii) to the Agent) of extent such 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 additional amount is attributable to the compensation payable hereunder period ending 91 days prior to the date of the first such notice with respect to such Bank's Commitment andRegulatory Change (the “Excluded Period”), in except to the case 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 Loans made 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 Bank after the date of the Company's and Hasbro SA's receipt compliance by such Lender, whether or not such Lender allocates any portion of such notice ("New Loans"), 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 agree reduction to such adjustment within thirty (30other commitments or credit extensions) days of the day on which the Company and Hasbro SA receive shall be furnished promptly by such notice, then effective from the date on which the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive to any date prior Lender to the date on which the Company and Hasbro SA have received such notice), the fees payable hereunder with respect to any New Loans made by, or the Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basisBorrowers.

Increased Capital Requirements. If In the event that, as a result of any present or futureRegulatory Change, or compliance by any change in Lender with any present or future, applicable law or any governmental rule, requirement, regulation, policy, guideline or directive order (whether or not having the force of law) or the interpretation or administration thereof by a Governmental Authority with appropriate jurisdiction affects the amount of regarding capital 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 adequacy has the effect of reducing the rate of return on such BankLender'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 Bank could Lender would have achieved (assuming full utilization of the Bank's capital) but for such increased capital requirements, then compliance (taking into consideration such Bank may notify the Company and Hasbro SA (with a copy to the Agent) of such 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 Lender's policies with respect to such 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"capital adequacy), all such New Loans, which adjustment will adequately compensate then from time to time the Bank in light of these circumstances. If the Company, Hasbro SA and such Bank are unable to agree Borrowers shall pay to such adjustment Lender, within thirty (30) days of after written demand by such Lender, such additional amount or amounts as will compensate such Lender for such reduction; PROVIDED, that the day on which Borrowers shall not be obligated to pay any such additional amount (a) unless such Lender shall first have notified the Company and Hasbro SA receive Borrowers in writing that it intends to seek such noticecompensation pursuant to this Section 2.05, then effective from or (b) to the date on which extent such additional amount is attributable to the Company and Hasbro SA have received such notice (but not earlier than the effective day of such requirement or retroactive to any date period ending 91 days prior to the date on which of the Company and Hasbro SA have received first such notice), the fees payable hereunder notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any New Loans made byamount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate, which shall be conclusive absent 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 Commitment of, such Bank shall increase by an amount which will, in such Bank's reasonable determination, provide adequate compensation. Such Bank shall allocate such cost increases among its customers in good faith and on an equitable basisBorrowers.