(B) TO TAKE SUCH OTHER REASONABLE MEASURES, IF AS A RESULT THEREOF THE
ADDITIONAL AMOUNTS THAT WOULD OTHERWISE BE REQUIRED TO BE PAID TO THE BANK
PURSUANT TO THIS SECTION WOULD BE REDUCED AND IF THE MAKING, FUNDING OR
MAINTAINING OF ITS INTEREST IN THE LOANS THROUGH SUCH OTHER LENDING OFFICE OR IN
ACCORDANCE WITH SUCH OTHER MEASURES, AS THE CASE MAY BE, WOULD NOT, IN THE GOOD
FAITH JUDGMENT OF THE BANK, RESULT IN AN ECONOMIC, LEGAL OR REGULATORY
DISADVANTAGE OR ADVERSE TAX CONSEQUENCES TO THE BANK.
14
SECTION 4.7.
FEES AND EXPENSES.
THE BORROWER
SHALL BE OBLIGATED TO PAY THE FOLLOWING FEES AND EXPENSES:
(A)
COMMITMENT FEE.
A COMMITMENT FEE IN THE
AMOUNT OF $325,000, SHALL BE DUE AND PAYABLE AT CLOSING.
(B)
OUT-OF-POCKET EXPENSES.
ALL OUT-OF-POCKET
EXPENSES INCURRED BY THE BANK INCURRED IN THE COURSE OF ITS DUE DILIGENCE AND
DOCUMENTATION OF THE LOANS, INCLUDING, WITHOUT LIMITATION ALL ATTORNEY'S FEES,
FILING FEES, TITLE INSURANCE, AND APPRAISAL FEES, PROVIDED THAT SUCH FEES AND
EXPENSES SHALL NOT EXCEED (I) $35,000 WITH RESPECT TO APPRAISAL FEES, AND
(II) $80,000 WITH RESPECT TO ALL OTHER OUT-OF-POCKET FEES AND EXPENSES.
ARTICLE V
PREPAYMENTS
SECTION 5.1.
THE BORROWER MAY FROM TIME TO TIME
PREPAY THE OBLIGATIONS AT ANY TIME, IN WHOLE OR IN PART.
IF A PREPAYMENT IS
MADE WITH THE PROCEEDS FROM THE SALE OF AIRCRAFT NO LONGER NEEDED BY BORROWER
FOR ITS OPERATIONS OR IS A CASUALTY LOSS OF ANY AIRCRAFT, SUCH PREPAYMENT MAY BE
MADE WITHOUT PREMIUM OR PENALTY.
IN CONNECTION WITH ANY OTHER PREPAYMENT,
BORROWER SHALL PAY BANK A PRE-PAYMENT PENALTY EQUAL TO (A) 50 BASIS POINTS ON
THE AMOUNT OF OBLIGATIONS PREPAID DURING THE FIRST 36 MONTHS OF THE TERM OF THIS
AGREEMENT, AND (B) 25 BASIS POINTS ON THE AMOUNT OF ANY OBLIGATIONS PREPAID
THEREAFTER.
NOTWITHSTANDING THE FOREGOING, DURING ANY PERIOD OF TIME WHILE
INTEREST IS ACCRUING HEREUNDER BASED UPON THE LIBOR RATE BORROWER MAY NOT PREPAY
ANY PORTION OF THE OUTSTANDING PRINCIPAL BALANCE PRIOR TO THE EXPIRATION OF THE
THEN CURRENT LIBOR RATE INTEREST PERIOD.
ARTICLE VI
MAKING OF PAYMENTS
SECTION 6.1.
MAKING OF PAYMENTS.
(A)
EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH
(B) BELOW, ALL PAYMENTS PAYABLE BY THE BORROWER TO THE BANK WITH RESPECT TO THE
LOANS (INCLUDING, WITHOUT LIMITATION, PRINCIPAL, INTEREST, FEES AND EXPENSES)
SHALL BE MADE BY WIRE TRANSFER TO THE BANK AT 105 EAST 4TH STREET (CN01),
CINCINNATI, OH 45202, NOT LATER THAN 3:00 P.M. (GRAND RAPIDS, MICHIGAN TIME) ON
THE DATE DUE, IN ACCORDANCE WITH WIRE INSTRUCTIONS PROVIDED BY THE BANK TO THE
BORROWER AFTER THE DATE OF THIS AGREEMENT.
PAYMENTS RECEIVED AFTER THAT HOUR
SHALL BE DEEMED TO HAVE BEEN RECEIVED BY THE BANK ON THE NEXT FOLLOWING BUSINESS
DAY.
MULTIPLE PAYMENTS, INCLUDING WITHOUT LIMITATION FEES, DUE AT THE SAME TIME
MAY BE PAID BY WAY OF A SINGLE WIRE TRANSFER.
(B)
FOR PURPOSES OF THIS AGREEMENT, ALL PAYMENTS
AND LOAN DISBURSEMENTS SHALL BE MADE IN THE FORM OF U.S. CURRENCY UNLESS
OTHERWISE AGREED IN WRITING BY THE PARTIES.