12.
Fees and Reimbursements.
(A)
IN CONSIDERATION OF OUR ISSUANCE OF THIS
LETTER AGREEMENT AND RELATED DOCUMENTS, OUR PREPARATION TO ANALYZE, CONSIDER AND
ADMINISTER CONTRACTS TO BE OFFERED TO US UNDER THIS AGREEMENT, AND IN
CONSIDERATION OF OTHER COSTS, EXPENSES, SERVICES AND LABOR TO BE INCURRED AND
EXPENDED BY US IN CONNECTION WITH THIS AGREEMENT, YOU AGREE TO PAY TO US A
DOCUMENTATION AND PREPARATION FEE (THE "FEE")IN THE AMOUNT OF $50,000.00, OF
WHICH $25,000.00 HAS BEEN FULLY EARNED BY US UPON YOUR EXECUTION OF THIS
AGREEMENT, AND THE BALANCE OF WHICH SHALL BE REFUNDED TO YOU ONLY IF WE SHALL
HAVE PURCHASED CONTRACTS HAVING AN AGGREGATE PURCHASE PRICE IN EXCESS OF
$2,500,00.00 ON OR PRIOR TO MARCH 6, 1993, OR IF WE SHALL HAVE TERMINATED THIS
AGREEMENT PRIOR TO SUCH DATE (UNLESS TERMINATION IS MADE IN CONNECTION WITH AN
ADVERSE CHANGE IN YOUR BUSINESS OR FINANCIAL CONDITION OR A BREACH BY YOU OF
THIS AGREEMENT, IN WHICH EVENT THE BALANCE MAY BE RETAINED BY US).
EXCEPT AS
PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS FEE SHALL NOT BE REFUNDABLE
FOR ANY REASON WHATSOEVER.
(B)
IN ADDITION TO THE FEE, YOU AGREE TO PAY THE
AMOUNT OF ATTORNEY'S AND PARALEGAL'S FEES INCURRED BY US IN THE INVESTIGATION OF
AND DOCUMENTATION OF THIS AGREEMENT AND MATTERS RELATED HERETO, PROVIDED
HOWEVER, THAT THE AMOUNT OF SUCH REIMBURSEMENT DUE FROM YOU SHALL NOT EXCEED
$5,000.00.
(C)
THE FEES AND REIMBURSEMENTS REFERRED TO IN
PARAGRAPH 12(A) AND 12(B) ARE NOT COMMITMENT FEES, AND NEITHER THE PAYMENT OF
SUCH FEES AND/OR REIMBURSEMENTS, NOR ANY OTHER PROVISIONS OF THIS AGREEMENT OR
OTHERWISE SHALL BE CONSTRUED TO CREATE A COMMITMENT ON OUR PART TO CONSIDER OR
PURCHASE CONTRACTS EXCEPT IN OUR SOLE DISCRETION AND AS PROVIDED IN AND SUBJECT
TO THE PROVISIONS OF THIS AGREEMENT.
10
13.
Termination.
This Agreement shall continue in effect until terminated and may be terminated
by either party at any time upon thirty (30) days' written notice to the other,
provided, however, that all of the rights and obligations of the parties
applicable to the Contracts purchased by us prior to such termination shall
survive such termination.
14.
Miscellaneous.
(A)
YOU AGREE TO PAY ALL REASONABLE COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' AND PARALEGAL'S FEES, EXPENSES AND
COURT COSTS INCURRED BY US IN ENFORCING ANY OF THE PROVISIONS OF THIS AGREEMENT
OR IN ENFORCING ANY OBLIGATIONS OF YOURS CONTAINED IN ANY ASSIGNMENT.
(B)
YOU HEREBY WAIVE NOTICE OF ANY OBLIGOR
DEFAULT UNDER ANY CONTRACT PURCHASED BY US AND YOU CONSENT THAT, WITHOUT
AFFECTING ANY OF YOUR LIABILITIES OR OBLIGATIONS HEREUNDER OR UNDER ANY
ASSIGNMENT, WE MAY AGREE WITH ANY OBLIGOR AS TO ANY MODIFICATION, ALTERATION,
RELEASE, COMPROMISE, EXTENSION, WAIVER, CONSENT, OR OTHER SIMILAR OR DISSIMILAR
INDULGENCE OF OR WITH RESPECT TO ANY TERM OR CONDITION RELATING TO THE PAYMENTS
OR RIGHTS UNDER THE CONTRACT WHICH HAVE BEEN ASSIGNED TO US.
(C)
ANY NOTICE UNDER THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE DELIVERED IN PERSON, BY TELEGRAM OR BY UNITED