NOT PROHIBITED BY ANY BANKING
REGULATOR), CAUSE BANK SUBSIDIARY TO DECLARE AND PAY CASH DIVIDENDS TO BORROWER
ON BANK SUBSIDIARY'S PREFERRED STOCK IN AN AMOUNT SUFFICIENT TO PAY INTEREST AND
PRINCIPAL WHEN DUE ON THE BORROWER'S INDEBTEDNESS AND COMMITMENT FEES IN
RELATION THERETO AFTER TAKING INTO ACCOUNT OTHER LIQUID ASSETS OF THE BORROWER,
PROVIDED THAT THE AMOUNT OF SUCH DIVIDENDS WILL NOT EXCEED THE RATES STATED IN
THE PREFERRED STOCK INSTRUMENTS, AND PROVIDED FURTHER THAT BORROWER SHALL HAVE
NO OBLIGATION TO CAUSE BANK SUBSIDIARY TO DECLARE AND PAY ANY DIVIDEND IF, AFTER
THE PAYMENT OF SUCH DIVIDEND, BANK SUBSIDIARY'S CAPITAL AS DETERMINED IN
ACCORDANCE WITH APPLICABLE LAW WOULD BE LESS THAN THE SUM OF (I) BANK
SUBSIDIARY'S MINIMUM AVAILABLE CAPITAL (DETERMINED USING THE MOST RESTRICTIVE
TESTS REQUIRED BY THE RELEVANT BANKING REGULATOR TO DETERMINE IF BANK SUBSIDIARY
IS 'WELL CAPITALIZED' IN ACCORDANCE WITH APPLICABLE REGULATIONS IN RESPECT OF
CAPITAL MEASURES AND CAPITAL LEVELS), AND (II) 0.25%.
THIS PARAGRAPH (N) IS
WITHOUT PREJUDICE TO BORROWER'S OBLIGATIONS HEREUNDER, WHICH SHALL IN NO WAY BE
DEPENDENT UPON OR RELATED TO THE DECLARATION OR PAYMENT BY BANK SUBSIDIARY OR
ANY SUBSIDIARY OF ANY DIVIDEND.
(P)
FURTHER ASSURANCES.
(I)
PROMPTLY UPON REQUEST BY THE LENDER,
CORRECT, AND CAUSE EACH OF THE SUBSIDIARIES PROMPTLY TO CORRECT, ANY MATERIAL
DEFECT OR ERROR THAT MAY BE DISCOVERED IN ANY CREDIT DOCUMENT OR IN THE
EXECUTION, ACKNOWLEDGMENT, FILING OR RECORDATION THEREOF, AND (II) PROMPTLY UPON
REQUEST BY THE LENDER, DO, EXECUTE, ACKNOWLEDGE, DELIVER, RECORD, RE-RECORD,
FILE, RE-FILE, REGISTER AND RE-REGISTER ANY AND ALL SUCH FURTHER ACTS, DEEDS,
CONVEYANCES, PLEDGE AGREEMENTS, MORTGAGES, DEEDS OF TRUST, TRUST DEEDS,
ASSIGNMENTS, FINANCING STATEMENTS AND CONTINUATIONS THEREOF, TERMINATION
STATEMENTS, NOTICES OF ASSIGNMENT, TRANSFERS, CERTIFICATES, ASSURANCES AND OTHER
INSTRUMENTS AS THE LENDER MAY REASONABLY REQUIRE FROM TIME TO TIME IN ORDER TO
(A) CARRY OUT MORE EFFECTIVELY THE PURPOSES OF THE CREDIT DOCUMENTS, (B) TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT BORROWER'S OR ANY
SUBSIDIARIES' PROPERTIES, ASSETS, RIGHTS OR INTERESTS TO THE LIENS NOW OR
HEREAFTER INTENDED TO BE COVERED BY ANY OF THE SECURITY DOCUMENTS, (C) PERFECT
AND MAINTAIN THE VALIDITY, EFFECTIVENESS AND PRIORITY OF ANY OF THE SECURITY
DOCUMENTS AND ANY OF THE LIENS INTENDED TO BE CREATED THEREUNDER AND (D) ASSURE
CONVEY, GRANT, ASSIGN, TRANSFER, PRESERVE, PROTECT AND CONFIRM MORE EFFECTIVELY
UNTO THE LENDER'S THE RIGHTS GRANTED OR NOW OR HEREAFTER INTENDED TO BE GRANTED
TO THE LENDER UNDER ANY CREDIT DOCUMENT OR UNDER ANY
31
OTHER INSTRUMENT EXECUTED IN CONNECTION WITH ANY CREDIT DOCUMENT TO WHICH
BORROWER OR ANY SUBSIDIARY IS OR IS TO BE A PARTY, AND CAUSE EACH SUBSIDIARY TO
DO SO.
(Q)
REGULATORY MATTERS.
(I)
DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT THE STATUS OF EACH
BANKING BUSINESS SUBSIDIARY AS AN INSURED DEPOSITORY INSTITUTION AND DO ALL
THINGS NECESSARY TO ENSURE THAT THE DEPOSIT ACCOUNTS OF EACH BANKING BUSINESS
SUBSIDIARY ARE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (OR ANY
SUCCESSOR) TO THE MAXIMUM