Common use of Other Notices Clause in Contracts

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTS. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTS. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIES. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATION. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NON-DEFAULT CERTIFICATE FROM BORROWER. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting BorrowerBorrower in a claimed amount in excess of $1,500,000.00; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any material change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note11 U.S.C. ss. PAYMENT OF DEBTS101. Payment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" Default as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank Lender in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's ’s name or address as shown above, and/or any change in Borrower's ’s structure. COMPLIANCE WITH OTHER AGREEMENTSOther Financial Information. Comply with all terms and conditions contained in this AgreementDeliver promptly such other information regarding the operation, business affairs, and any other Loan Documents, and swap agreements, if applicable, as defined in the Notefinancial condition of Borrower which Lender may reasonably request. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those those, which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to BankLender, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONPermanent Financing. Deliver promptly When Borrower elects to arrange permanent financing on the Property securing the Construction Loan, Borrower hereby grants Wachovia Capital Markets, LLC, d/b/a Wachovia Securities, Wachovia Corporation and their affiliates, including Wachovia Bank, National Association, the right of first opportunity to register lenders and to provide permanent financing on the subject property on terms satisfactory to Borrower. Borrower will provide first notification to Lender of its intent to obtain permanent financing and will in a timely manner use its best efforts to provide Lender with the information necessary to enable it to obtain such other information regarding financing. Costs. On or before the operationclosing, business affairsBorrower shall pay all reasonable costs, expenses and fees (including, without limitation, any appraisal, survey, insurance, environmental assessment, inspections, engineering, searches, recording and attorneys’ fees) associated with this transaction. Lender is not providing legal advice or services to Borrower. Lender’s attorneys’ fees will generally be based on the time and labor required, the novelty and difficulty of the questions raised by the transaction contemplated hereunder, the skill required to perform the services, the customary fee charged for a similar services, and financial condition of Borrower which Bank may reasonably request. NON-DEFAULT CERTIFICATE FROM BORROWER. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligationslimitations imposed for performance.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrowerit for borrowed money in excess of $50,000, which acceleration is not rescinded within 30 days; (iii) any material adverse claim litigation instituted or, to its knowledge, threatened against or affecting Borrower it or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrowerit; and (v) at least 30 days prior thereto, any change in Borrower's its name or address as shown above, and/or any change in Borrower's corporate structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower it in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower it to stockholders, and all regular or periodic reports required to be filed by Borrower it with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the its operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations. Deposit Relationship. Maintain its primary depository and cash management account with Bank. NEGATIVE COVENANTS. Borrower and Guarantor agree that from the date of this Agreement and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, Borrower and Guarantor will not: Nonpayment; Nonperformance. Fail to pay or perform the Obligations under any of the Loan Documents. Cross Default. Default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower or Guarantor with Bank or its affiliates; Material Capital Structure or Business Alteration. Materially alter the type or kind of the Guarantor's business or that of its Subsidiaries, if any; or suffer or permit the acquisition of substantially all of Borrower's or Guarantor's business or assets, or a material portion (10% or more) of such business or assets if such a sale is outside Borrower's or Guarantor's ordinary course of business, or more than 50% of the outstanding stock or voting power of Borrower in a single transaction or a series of transactions; or enter into any merger or consolidation without prior written consent of Bank. Default on Other Contracts or Obligations. Default on any material contract with or obligation when due to a third party or default in the performance of any obligation to a third party incurred for money borrowed in an amount in excess of $500,000. Judgment Entered. Permit the entry of any monetary judgment or the assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or attachment against any property of or debts due Borrower or Guarantor and that is not discharged or execution is not stayed within Thirty (30) days of entry. Government Intervention. Permit the assertion or making of any seizure, vesting or intervention by or under authority of any government by which the management of Borrower or Guarantor is displaced of its authority in the conduct of its respective business or such business is curtailed or materially impaired.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTS. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTS. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIES. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATION. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NON-DEFAULT CERTIFICATE FROM BORROWER. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the UNDER THE Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its Borrower’s or any of the Guarantors’ financial condition or its business; (ii) any default default, except as disclosed in Schedule 1 annexed hereto, under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by BorrowerBorrower or any of the Guarantors; (iii) any material adverse claim against or affecting Borrower or any of the Guarantors or any part of its their respective properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting BorrowerBorrower or any of the Guarantors; and (v) at least 30 days prior thereto, any change in Borrower's name or any of the Guarantors’ names or address as shown above, and/or ; and (vi) any change in Borrower's or any of the Guarantors’ structure. COMPLIANCE WITH OTHER AGREEMENTSOther Financial Information. Comply with all terms and conditions contained in this AgreementDeliver promptly such other information regarding the operation, business affairs, and any other Loan Documents, and swap agreements, if applicable, as defined in the Notefinancial condition of Borrower which Bank may reasonably request. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower or the Guarantors in good faith disputesdispute. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONAdditional Subsidiaries. Deliver promptly Borrower and Guarantors shall not, without the prior written consent of Bank, create, acquire or otherwise permit to exist any subsidiary, foreign or domestic, not in existence on the date of this Agreement. Field Exams, Appraisals and other Assessments of Collateral. Bank may obtain, at Borrower’s expense, such appraisals and field exams and other information regarding the operation, business affairs, and financial condition assessments of Borrower which Collateral as Bank may reasonably request. NON-DEFAULT CERTIFICATE FROM BORROWEROwnership of Guarantors. Deliver Borrower shall, absent notice to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request and prior written approval by Bank, a written statement duly acknowledged own and shall maintain ownership of 100% of the amount due under capital stock, voting interests and ownership interests in each of the Loan and whether offsets or defenses exist against the ObligationsGuarantors.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any material litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individualIndividual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of (iI) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are boundbound and which becomes the subject matter of litigation involving the Applicant or materially adversely effects Applicants business, or any acceleration of the maturity of any indebtedness owing by BorrowerApplicant in excess of $1,000,000.00; (iii) any material adverse claim against or affecting Borrower Applicant or any part of its properties; (iv) the commencement of, and any material determination in, any material litigation with any third party or any proceeding before any governmental agency or unit affecting BorrowerApplicant; and (v) at least 30 days prior thereto, any change in BorrowerApplicant's name or address as shown above, and/or any change in BorrowerApplicant's structure. COMPLIANCE WITH OTHER AGREEMENTSOther Financial Information. Comply with all terms and conditions contained in this AgreementDeliver promptly such other information regarding the operation, business affairs, and any other Loan Documents, and swap agreements, if applicable, as defined in the Notefinancial condition of Applicant which Bank may reasonably request. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower Applicant in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower Applicant to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATION. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NON-DEFAULT CERTIFICATE FROM BORROWER. Deliver to Bank, Applicant with the Financial Statements required herein, Securities and Exchange Commission ("SEC"). Notification to Bank as to the availability of all such filings in electronic form on a certificate signed by Borrower, if Borrower publicly available database shall be deemed compliance with the delivery requirement as well as similar delivery requirements hereinafter stated. Maintenance of Accounts. Maintain a monthly average compensating balance of not less than $2,000,000 in Applicant's deposit accounts with Bank other than the account in which the Collateral is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligationsmaintained.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations. Deposit Relationship. Maintain its primary depository account and cash management account with Bank. Reports and Proxies. Borrower shall deliver to First Union, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTS. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the NoteNotes. PAYMENT OF DEBTS. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIES. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATION. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NON-DEFAULT CERTIFICATE FROM BORROWER. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.ESTOPPEL

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its propertiesproperties (Bank acknowledges that disclosure of such matters in Borrower's periodic filings with the SEC shall constitute prompt notice to Bank); (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting BorrowerBorrower in a claimed amount in excess of $1,500,000.00; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any material change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note11 U.S.C. ss. PAYMENT OF DEBTS101. Payment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority, excluding federal, state and local tax returns, business license and registration reports and SEC filings on Form 8-K, unless reasonably requested in writing by Bank. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" Default as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSOther Financial Information. Comply with all terms and conditions contained in this AgreementDeliver promptly such other information regarding the operation, business affairs, and any other Loan Documents, and swap agreements, if applicable, as defined in the Notefinancial condition of Borrower which Bank may reasonably request. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONPartial Releases of Property. Deliver promptly Provided Borrower is not then in Default hereunder or under any other Loan Document, Bank will provide partial releases of residential lots (individually a "Lot" and collectively the "Lots") in respect of its lien under that certain Deed to Secure Debt, Assignment of Rents and Security Agreement (the "Deed to Secure Debt") from Borrower to Bank dated of even date herewith and the other Loan Documents, as required for the purpose of transferring clear title to purchasers of Lots, provided that the Borrower pays to the Bank a release price equal to 55% of the gross sales price for such Lot, but in no event less than $25,000.00 per Lot, together with a satisfaction of all other information regarding non-monetary conditions imposed by Bank in connection therewith. Borrower's request for a partial release shall be accompanied a by copy of the operationapplicable fully executed sales contract for said residential lot and the fully executed settlement statement, business affairsa legal description and a survey of the Lot in question, and financial condition any other documents requested by Bank. Payments made for releases shall be applied by Bank against the next due outstanding principal of the Loan. The acceptance by Bank of any payments of release prices during the pendency of a Default hereunder shall not constitute a waiver by Bank of any of its rights or remedies with respect to any such Default. Borrower which agrees to reimburse Bank may reasonably request. NONfor all out-DEFAULT CERTIFICATE FROM BORROWER. Deliver to Bankof-pocket fees and costs, including, without limitation, reasonable legal fees, in connection with the Financial Statements required hereingranting of such partial releases and shall comply with all other non-monetary conditions imposed by Bank with respect to that portion of the property to be released. Notwithstanding the foregoing, a certificate signed by BorrowerBank will provide partial releases in connection with dedication of roads, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event whicheasements and joinders, upon the giving written request of notice Borrower, which consent shall not be unreasonably withheld. In addition, provided Borrower obtains all necessary environmental permits for that portion of real property more particularly designated on EXHIBIT "B" attached hereto as the "Removed Property" on or lapse before December __, 2004, Bank will, upon receipt and approval of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by Bank, a written statement duly acknowledged all conditions for conveyance of the amount due under property described on EXHIBIT "C" as provided in that certain Amended and Restated Agreement of Purchase and Sale dated October __, 2003 (the Loan "Purchase Agreement"), upon spreading the lien of that certain Deed to Secure Debt, Assignment of Rents and whether offsets or defenses exist against Security Agreement dated of even date herewith (the Obligations"Deed to Secure Debt") to the Removed Property, and upon the endorsement to the Bank's title policy to insure such Removed Property, release its lien with respect to that portion of real property more particularly described on EXHIBIT "C" attached hereto, and spread its lien to include the Removed Property.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's ’s name or address as shown above, and/or any change in Borrower's ’s structure. COMPLIANCE WITH OTHER AGREEMENTSOther Financial Information. Comply with all terms and conditions contained in this AgreementDeliver promptly such other information regarding the operation, business affairs, and any other Loan Documents, and swap agreements, if applicable, as defined in the Notefinancial condition of Borrower which Bank may reasonably request. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, Bane promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONAll such regular and periodic reports which remain unfiled on the date hereof shall be filed on or before September 30, 2008 in a manner and Iona acceptable to the applicable governmental agency or authority. Deliver promptly such NEGATIVE COVENANTS, Borrower agrees that from the date hereof and until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, Borrower will not Change in Fiscal Year. Change its fiscal year. Encumbrances. Create, assume, or permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge or other information regarding encumbrance on any of its assets, whether now owned or hereafter acquired, other than: (i) security interests required by the operationLoan Documents; (ii) liens for taxes contested in good faith; or (iii) Permitted Liens. Investments. Purchase any stock, business affairssecurities, or evidence of indebtedness of any other person or entity except investments in direct obligations of the United States Government and financial condition certificates of deposit of United States commercial banks having a tier 1 capital ratio of not less than 6% and then in an amount not exceeding 10% of the issuing bank’s unimpaired capital and surplus. Default on Other Contracts or Obligations. Default on any material contract with or obligation when due to a third party or default In the performance of any material obligation to a third party incurred for money borrowed. Government Intervention. Permit the assertion or making of any seizure, vesting or intervention by or under authority of any governmental entity, as a result of which the management of Borrower which Bank may reasonably requestor any guarantor is displaced of its authority in the conduct of its respective business or such business is curtailed or materially impaired. NON-DEFAULT CERTIFICATE FROM BORROWERJudgment Entered. Deliver to BankPermit the entry of any material monetary judgment or the assessment against, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individualfiling of any tax lien against, or by the issuance of any writ of garnishment or attachment against any material property of or debts due. Prepayment of Other Debt. Retire any long-term debt entered into prior to the date of this Agreement at a principal financial officer date in advance of Borrower warranting that no "Default" as specified in the Loan Documents nor its legal obligation to do so. Retire or Repurchase Capital Stock, Retire or otherwise acquire any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligationsits capital stock.

Other Notices. Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any material default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's or Guarantor's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTSPayrment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower or Guarantor to stockholders, and all regular or periodic reports required to be filed by Borrower or Guarantor with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower or Guarantor which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by BorrowerBorrower or Guarantor, if Borrower or Guarantor is an individual, or by a principal financial officer of Borrower or Guarantor warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, both would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.. Maintaln Account:

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor or any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting BorrowerBorrower in a claimed amount in excess of $150,000.00; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note11 U.S.C. ss. PAYMENT OF DEBTS101. Payment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" Default as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of of: (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting which could reasonably be expected to have a material adverse effect on Bank, Borrower’s ability to perform its obligations under the Loan Documents or on Borrower or any of its business, assets, financial condition, or operations; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTS. Comply with all terms ; and conditions contained (vi) within 3 business days thereof, any proposed material change in this AgreementBorrower’s accounting policy, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTS. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amountwhich change shall be approved by Bank, except those which Borrower in good faith disputesfor any such change that is required by GAAP. REPORTS AND PROXIES. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NON-DEFAULT CERTIFICATE FROM BORROWERReports and Proxies. Deliver to Bank, with the Financial Statements required hereinpromptly, a certificate signed copy of all financial statements, material reports, material notices, and all regular or periodic material reports required to be filed by BorrowerBorrower with any governmental agency or authority. Collateral Disbursements and Maintenance of Account. With respect to all funds that represent Collateral, if Borrower is an individualshall cause such funds to be directed exclusively to a designated operating account (Asia Special Situations Acquisition Corp. ACCT# 64912751) (the “Collateral Account”) maintained at Bank. Without limiting the foregoing, or by a principal financial officer upon accumulation of Borrower warranting that no "Default" as specified funds in the Loan Documents Trust of at least $115,000,000, Borrower shall cause any and all interest and dividend income generated with respect to the Trust in which Borrower has rights, title or interest (up to a maximum aggregate amount of $2,000,000), to be directed and deposited into the Collateral Account. The Collateral Account shall not be closed nor shall Collateral disbursements directed to any event which, upon other account or person without the giving prior written consent of notice or lapse of time or both, would constitute such a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations.

Other Notices. Promptly notify Bank in writing of (i) any material adverse change in its financial condition or its business; (ii) any default under any material agreement, contract or other instrument to which it is a party or by which any of its properties are bound, or any acceleration of the maturity of any indebtedness owing by Borrower; (iii) any material adverse claim against or affecting Borrower or any part of its properties; (iv) the commencement of, and any material determination in, any litigation with any third party or any proceeding before any governmental agency or unit affecting Borrower; and (v) at least 30 days prior thereto, any change in Borrower's name or address as shown above, and/or any change in Borrower's structure. COMPLIANCE WITH OTHER AGREEMENTSCompliance with Other Agreements. Comply with all terms and conditions contained in this Agreement, and any other Loan Documents, and swap agreements, if applicable, as defined in the Note. PAYMENT OF DEBTSPayment of Debts. Pay and discharge when due, and before subject to penalty or further charge, and otherwise satisfy before maturity or delinquency, all obligations, debts, taxes, and liabilities of whatever nature or amount, except those which Borrower in good faith disputes. REPORTS AND PROXIESReports and Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports, notices, and proxy statements, sent by Borrower to stockholders, and all regular or periodic reports required to be filed by Borrower with any governmental agency or authority. OTHER FINANCIAL INFORMATIONOther Financial Information. Deliver promptly such other information regarding the operation, business affairs, and financial condition of Borrower which Bank may reasonably request. NONNon-DEFAULT CERTIFICATE FROM BORROWERDefault Certificate From Borrower. Deliver to Bank, with the Financial Statements required herein, a certificate signed by Borrower, if Borrower is an individual, or by a principal financial officer of Borrower warranting that no "Default" as specified in the Loan Documents nor any event which, upon the giving of notice or lapse of time or both, ; would constitute such a Default, has occurred. ESTOPPEL CERTIFICATEEstoppel Certificate. Furnish, within 15 days after request by Bank, a written statement duly acknowledged of the amount due under the Loan and whether offsets or defenses exist against the Obligations. Deposit Relationship. Maintain its primary depository account and cash management account with Bank. Examinations. Borrower will allow Bank to perform Collateral examinations on an annual basis at the Borrower's expense. The expense of the examination will be preapproved by the Borrower in writing before any examination will commence.