date herewith) when necessary, beginning on the date
hereof or the expiration date of the then-current LIBOR Period."
4.
SECTION 2 (PAYMENTS AND MATURITY) OF THE MB FINANCIAL NOTE
IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"2.
Payments and Maturity.
The unpaid Principal Sum, together with interest thereon at the rate or rates
provided above, shall be payable as follows:
Commencing on October 1, 2007 and continuing on the same day of each and every
month thereafter, to and including September 1, 2008, interest only;
Commencing on October 1, 2008 and continuing on the same day of each and every
month thereafter, to and including December 1, 2010, principal shall be due and
payable in equal monthly payments of $11,000.00, plus all accrued and unpaid
interest on the outstanding principal balance; and Unless sooner paid, the
unpaid Principal Sum, together with interest accrued and unpaid thereon, shall
be due and payable in full on December 2, 2010."
5.
BORROWER HEREBY ISSUES, RATIFIES AND CONFIRMS THE
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE MB FINANCIAL NOTE, AS
AMENDED HEREBY.
BORROWER AGREES THAT THIS AGREEMENT IS NOT INTENDED TO AND
SHALL NOT CAUSE A NOVATION WITH RESPECT TO LOAN A ANY OR ALL OF THE OBLIGATIONS
OF BORROWER UNDER THE FINANCING DOCUMENTS.
EXCEPT AS EXPRESSLY MODIFIED HEREIN,
THE TERMS, PROVISIONS AND COVENANTS OF THE MB FINANCIAL NOTE ARE IN ALL OTHER
RESPECTS HEREBY RATIFIED AND CONFIRMED AND REMAIN IN FULL FORCE AND EFFECT.
6.
THE BORROWER ACKNOWLEDGES AND WARRANTS THAT THE LENDER HAS
ACTED IN GOOD FAITH AND HAS CONDUCTED IN A COMMERCIALLY REASONABLE MANNER ITS
RELATIONSHIPS WITH THE BORROWER IN CONNECTION WITH THIS AGREEMENT AND GENERALLY
IN CONNECTION WITH THE FINANCING DOCUMENTS AND THE OBLIGATIONS EVIDENCED BY THE
MB FINANCIAL NOTE, THE BORROWER HEREBY WAIVING AND RELEASING ANY CLAIMS TO THE
CONTRARY.
7.
THE BORROWER SHALL PAY AT THE TIME THIS AGREEMENT IS
EXECUTED AND DELIVERED ALL FEES, COMMISSIONS, COSTS, CHARGES, TAXES AND OTHER
EXPENSES INCURRED BY THE LENDER AND ITS COUNSEL IN CONNECTION WITH THIS
AGREEMENT, INCLUDING REASONABLE FEES AND EXPENSES OF THE LENDER'S COUNSEL AND
ALL RECORDING FEES, TAXES AND CHARGES.
8.
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS
OF THE COMMONWEALTH OF VIRGINIA AND SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF DUPLICATE
ORIGINALS OR COUNTERPARTS, EACH OF SUCH DUPLICATE ORIGINALS OR COUNTERPARTS
SHALL BE DEEMED TO BE AN ORIGINAL
AND ALL TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
BORROWER AGREES THAT LENDER MAY RELY ON A TELECOPY OF ANY SIGNATURE OF
BORROWER.
LENDER AGREES THAT BORROWER MAY RELY ON A TELECOPY OF THIS AGREEMENT
EXECUTED BY LENDER.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement under seal
as of the date and year first written above.
BORROWER:
WITNESS OR ATTEST:
SUNRISE
CONNECTICUT AVENUE
ASSISTED