CHARGES PREPAID, OR BY DEPOSIT IN THE UNITED STATES MAIL BY
CERTIFIED MAIL RETURN RECEIPT REQUIRED.
NOTICES MAY BE ADDRESSED TO BORROWER AS
SET FORTH AT ITS ADDRESS SHOWN IN THE PREAMBLE HERETO, OR AT SUCH OTHER ADDRESS
DESIGNATED IN WRITING BY BORROWER OR AT ANY OFFICE TO WHICH BILLING AND ACCOUNT
STATEMENTS ARE SENT; TO ADMINISTRATIVE AGENT AT ITS ADDRESS SHOWN IN THE
PREAMBLE HERETO, OR AT SUCH OTHER ADDRESS DESIGNATED IN WRITING BY
ADMINISTRATIVE AGENT.
ANY SUCH COMMUNICATION SHALL BE DEEMED TO HAVE BEEN GIVEN
UPON, IN THE CASE OF PERSONAL DELIVERY THE DATE OF DELIVERY, ONE BUSINESS DAY
AFTER DEPOSIT WITH AN OVERNIGHT COURIER, TWO (2) BUSINESS DAYS AFTER DEPOSIT IN
THE UNITED STATES BY CERTIFIED MAIL (RETURN RECEIPT REQUIRED), OR RECEIPT OF
ELECTRONIC TRANSMISSION (WHICH SHALL BE PRESUMED TO BE THREE HOURS AFTER THE
TIME OF TRANSMISSION UNLESS AN ERROR MESSAGE IS RECEIVED BY THE SENDER), EXCEPT
THAT ANY NOTICE OF CHANGE OF ADDRESS SHALL NOT BE EFFECTIVE UNTIL ACTUALLY
RECEIVED.
(E)
COSTS AND EXPENSES.
BORROWER AGREES TO PAY
ON DEMAND ALL REASONABLE FEES, COSTS AND EXPENSES IN CONNECTION (I) WITH THE
PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, AMENDMENT AND ENFORCEMENT OF
THIS LOAN AGREEMENT, THE NOTE, THE OTHER LOAN DOCUMENTS AND ANY OTHER DOCUMENTS
TO BE DELIVERED HEREUNDER AND THEREUNDER (INCLUDING, WITHOUT LIMITATION, THE
APPRAISAL AND INSPECTION REPORTS REQUIRED TO BE PAID BY IT HEREUNDER) AND ANY
AMENDMENT, MODIFICATION OR SUPPLEMENT HERETO OR THERETO, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL FOR THE
LENDERS AND ADMINISTRATIVE AGENT, AND ANY SPECIAL COUNSEL ASSOCIATED WITH THEM,
AND WITH RESPECT THERETO AND THE FILING OF ANY DOCUMENT OR INSTRUMENT IN
CONNECTION WITH ANY OF THE FOREGOING, (II) WITH RESPECT TO REASONABLE FEES AND
OUT OF POCKET EXPENSES OF COUNSEL FOR ADVISING THE LENDERS AND ADMINISTRATIVE
AGENT AS TO THEIR RIGHTS AND RESPONSIBILITIES UNDER THIS LOAN AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY AFTER A DEFAULT OR EVENT OF DEFAULT, OR BOTH,
SHALL HAVE OCCURRED, AND (III) WITH ANY FILING OR RECORDING OF ANY DOCUMENT OR
INSTRUMENT.
BORROWER HAS HERETOFORE DELIVERED TO ADMINISTRATIVE AGENT A DEPOSIT
IN THE AMOUNT OF $250,000.00, TO BE APPLIED AGAINST COSTS AND EXPENSES DESCRIBED
IN THIS SECTION.
(F)
RIGHT TO PERFORM OBLIGATIONS.
IF
BORROWER SHALL FAIL TO DO ANY ACT OR THING WHICH IT HAS COVENANTED TO DO UNDER
THIS LOAN AGREEMENT OR ANY OF THE LOAN DOCUMENTS, OR ANY REPRESENTATION OR
WARRANTY ON THE PART OF BORROWER CONTAINED IN THIS LOAN AGREEMENT OR ANY OF THE
LOAN DOCUMENTS SHALL BE BREACHED, THEN ADMINISTRATIVE AGENT MAY, IN ITS SOLE
DISCRETION, AFTER FIVE (5) BUSINESS DAYS WRITTEN NOTICE IS SENT TO BORROWER (OR
SUCH LESSER NOTICE, INCLUDING NO NOTICE, AS IS REASONABLE UNDER THE
CIRCUMSTANCES), DO THE SAME OR CAUSE IT TO BE DONE OR REMEDY ANY SUCH BREACH,
AND MAY EXPEND ITS FUNDS FOR SUCH PURPOSE.
ANY AND ALL REASONABLE AMOUNTS SO
EXPENDED BY ADMINISTRATIVE AGENT SHALL BE REPAYABLE TO ADMINISTRATIVE AGENT BY
BORROWER UPON DEMAND, WITH INTEREST AT THE INTEREST RATE DURING