POLICIES WITH RESPECT TO CAPITAL ADEQUACY), THEN
FROM TIME TO TIME WITHIN FIVE BUSINESS DAYS AFTER DEMAND OF LENDER AND WRITTEN
EXPLANATION OF ITS DETERMINATION IN REASONABLE DETAIL, BORROWER SHALL PAY TO
LENDER SUCH ADDITIONAL AMOUNTS AS WILL COMPENSATE LENDER FOR SUCH REDUCTION.
(C)
BORROWER SHALL PAY TO LENDER, AS LONG AS
LENDER SHALL BE REQUIRED UNDER REGULATIONS OF THE FEDERAL RESERVE BOARD TO
MAINTAIN RESERVES WITH RESPECT TO LIABILITIES OR ASSETS CONSISTING OF OR
INCLUDING EUROCURRENCY FUNDS OR DEPOSITS (CURRENTLY KNOWN AS "EUROCURRENCY
LIABILITIES"), ADDITIONAL COSTS ON THE UNPAID PRINCIPAL AMOUNT OF EACH
EURODOLLAR RATE LOAN EQUAL TO THE ACTUAL COSTS OF SUCH RESERVES ALLOCATED TO
SUCH EURODOLLAR RATE LOAN BY LENDER (AS DETERMINED BY LENDER IN GOOD FAITH,
WHICH DETERMINATION SHALL CONSTITUTE PRIMA FACIE EVIDENCE AS TO THE FACTS
THEREOF), WHICH SHALL BE DUE AND PAYABLE ON EACH DATE ON WHICH INTEREST IS
PAYABLE ON SUCH EURODOLLAR RATE LOAN, PROVIDED BORROWER SHALL HAVE RECEIVED AT
LEAST FIFTEEN DAYS' PRIOR NOTICE OF SUCH ADDITIONAL INTEREST FROM LENDER.
IF
LENDER FAILS TO GIVE NOTICE FIFTEEN DAYS PRIOR TO THE RELEVANT PAYMENT DATE,
SUCH ADDITIONAL INTEREST SHALL BE DUE AND PAYABLE FIFTEEN DAYS FROM RECEIPT OF
SUCH NOTICE.
(D)
IF LENDER CLAIMS ANY ADDITIONAL AMOUNTS
PAYABLE PURSUANT TO THIS SECTION 3.4, IT SHALL USE ITS REASONABLE BEST EFFORTS
(CONSISTENT WITH ITS INTERNAL POLICY AND LEGAL
23
AND REGULATORY RESTRICTIONS) TO CHANGE THE JURISDICTION OF ITS APPLICABLE
LENDING OFFICE, IF THE MAKING OF SUCH A CHANGE WOULD AVOID THE NEED FOR, OR
REDUCE THE AMOUNT OF, ANY SUCH ADDITIONAL AMOUNTS WHICH MAY THEREAFTER ACCRUE
AND WOULD NOT, IN THE REASONABLE JUDGMENT OF LENDER, BE DISADVANTAGEOUS TO
LENDER.
3.5
MATTERS APPLICABLE TO ALL REQUESTS FOR
COMPENSATION.
ANY DEMAND OR NOTICE DELIVERED BY LENDER TO BORROWER CLAIMING
COMPENSATION UNDER THIS ARTICLE III SHALL BE IN WRITING AND SHALL CERTIFY
(A) THAT ONE OF THE EVENTS DESCRIBED IN THIS ARTICLE III HAS OCCURRED,
DESCRIBING IN REASONABLE DETAIL THE NATURE OF SUCH EVENT AND (B) AS TO THE
AMOUNT OR AMOUNTS FOR WHICH LENDER SEEKS COMPENSATION HEREUNDER, SETTING FORTH
IN REASONABLE DETAIL THE BASIS FOR AND CALCULATIONS OF SUCH COMPENSATION.
IN
DETERMINING SUCH AMOUNT, LENDER MAY USE ANY REASONABLE AVERAGING AND ATTRIBUTION
METHODS.
3.6
SURVIVAL.
ALL OF BORROWER'S OBLIGATIONS
UNDER THIS ARTICLE III SHALL SURVIVE TERMINATION OF THE ADVANCE COMMITMENT AND
PAYMENT IN FULL OF ALL OBLIGATIONS.
ARTICLE IV
CONDITIONS PRECEDENT
4.1
CONDITIONS PRECEDENT TO INITIAL ADVANCE
LOAN.
THE OBLIGATION OF LENDER TO MAKE THE INITIAL ADVANCE LOAN IS SUBJECT TO
(I) RECEIPT BY LENDER OF THE FOLLOWING ITEMS WHICH ARE TO BE DELIVERED, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER AND (II) SATISFACTION OF THE
FOLLOWING CONDITIONS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER:
(A)
BORROWER CERTIFICATE.
A CERTIFICATE OF
OFFICERS ACCEPTABLE TO LENDER OF BORROWER CERTIFYING AS TO (I)
THE INCUMBENCY
OF THE OFFICERS SIGNING SUCH CERTIFICATE AND THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, (II)
AN ORIGINAL CERTIFIED COPY OF ITS ARTICLES OF INCORPORATION,
CERTIFIED AS TRUE, COMPLETE