TO THE TRANSACTION DOCUMENTS, ANY PURCHASED ASSET OR ANY TRANSACTION, OR
CHANGE THE BASIS OF TAXATION OF PAYMENTS TO BUYER IN RESPECT THEREOF (EXCEPT FOR
INCOME TAXES AND ANY CHANGES IN THE RATE OF TAX ON BUYER'S OVERALL NET INCOME);
(II)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE ANY RESERVE, SPECIAL
DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, DEPOSITS
OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, ADVANCES, LOANS OR OTHER
EXTENSIONS OF CREDIT BY, OR ANY OTHER ACQUISITION OF FUNDS BY, ANY OFFICE OF
BUYER THAT IS NOT OTHERWISE INCLUDED IN THE DETERMINATION OF THE LIBO RATE
HEREUNDER; OR
(III)
SHALL IMPOSE ON BUYER ANY OTHER CONDITION;
AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE COST TO BUYER, BY AN
AMOUNT THAT BUYER DEEMS, IN THE EXERCISE OF ITS REASONABLE BUSINESS JUDGMENT, TO
BE MATERIAL, OF ENTERING INTO, CONTINUING OR MAINTAINING TRANSACTIONS OR TO
REDUCE ANY AMOUNT RECEIVABLE UNDER THE TRANSACTION DOCUMENTS IN RESPECT THEREOF;
THEN, IN ANY SUCH CASE BUYER SHALL, WITHIN TEN (10) BUSINESS DAYS OF THE BUYER'S
DETERMINATION THAT SUCH COSTS HAVE INCREASED, NOTIFY SELLER OF THE OCCURRENCE OF
SUCH EVENT, AND THEREAFTER, UPON RECEIPT OF NOTICE OF THE CALCULATION OF ANY
SUCH AMOUNTS, SELLER SHALL PROMPTLY PAY BUYER, UPON ITS DEMAND, ANY ADDITIONAL
AMOUNTS NECESSARY TO COMPENSATE BUYER FOR SUCH INCREASED COST OR REDUCED AMOUNT
RECEIVABLE.
SUCH NOTIFICATION AS TO THE CALCULATION OF ANY ADDITIONAL AMOUNTS
PAYABLE PURSUANT TO THIS SUBSECTION SHALL BE SUBMITTED BY BUYER TO SELLER AND
SHALL BE PRIMA FACIE EVIDENCE OF SUCH ADDITIONAL AMOUNTS.
THIS COVENANT SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE REPURCHASE BY SELLER OF ANY OR
ALL OF THE PURCHASED ASSETS.
ON THE NEXT REMITTANCE DATE AND ANY TIME
THEREAFTER, FOLLOWING RECEIPT OF NOTICE FROM BUYER UNDER THIS ARTICLE 3(M),
SELLER MAY EXERCISE ITS RIGHTS TO DECLARE AN EARLY
32
Termination Date in accordance with Article 9(b) hereof without the payment of
any exit fee to the extent provided in Article 9 hereof.
(N)
IF BUYER SHALL HAVE DETERMINED THAT THE ADOPTION OF OR ANY CHANGE
IN ANY REQUIREMENT OF LAW REGARDING CAPITAL ADEQUACY OR IN THE INTERPRETATION OR
APPLICATION THEREOF OR COMPLIANCE BY BUYER OR ANY CORPORATION CONTROLLING BUYER
WITH ANY REQUEST OR DIRECTIVE REGARDING CAPITAL ADEQUACY (WHETHER OR NOT HAVING
THE FORCE OF LAW) FROM ANY GOVERNMENTAL AUTHORITY MADE SUBSEQUENT TO THE DATE
HEREOF DOES OR SHALL HAVE THE EFFECT OF REDUCING THE RATE OF RETURN ON BUYER'S
OR SUCH CORPORATION'S CAPITAL AS A CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER TO A
LEVEL BELOW THAT WHICH BUYER OR SUCH CORPORATION COULD HAVE ACHIEVED BUT FOR
SUCH ADOPTION, CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION BUYER'S OR SUCH
CORPORATION'S POLICIES WITH RESPECT TO CAPITAL ADEQUACY) BY AN AMOUNT DEEMED BY
BUYER, IN THE EXERCISE OF ITS REASONABLE BUSINESS JUDGMENT, TO BE MATERIAL, IN
ANY SUCH CASE BUYER SHALL, WITHIN TEN (10) BUSINESS DAYS OF SUCH DETERMINATION,
NOTIFY SELLER OF THE OCCURRENCE OF SUCH EVENT, AND THEREAFTER, AFTER SUBMISSION
BY