Article 4. Expenses, fees

1. The Borrower agrees, whether or not any of the transactions hereby contemplated are consummated (except where the said transac­tions are not consummated due to the Lender’s default), to bear and pay all reasonable expenses including but not limited to the le­gal fees incurred by the Lender in relation to the negotiation, prep­aration, modification and execution of this Agreement (hereinafter called «the Documentation Expenses»). The Borrower shall reim­burse the Lender within thirty (30) days after receipt by the Bor­rower of the Lender’s reasonably supported invoices for the Docu­mentation Expenses. The amount of the Documentation Expenses to be reimbursed by the Borrower as the Documentation Expenses incurred during the period up to and including the Drawdown Date shall not exceed One Thousand United States Dollars (USD 1, 000) as far as the expenses are imposed by Russia and United Kingdom.

2. If the Borrower fails to pay when due any amount hereunder the Borrower shall pay upon demand with supported invoices such fur­ther amounts as shall be sufficient to cover the reasonable costs, and expenses, including reasonable legal fees, incurred by the Lender in enforcing any of its rights hereunder («Enforcement Expenses»).

The Documentation Expenses and the Enforcement Expenses are hereinafter collectively referred to as «Expenses».

232

3. The Borrower shall bear all its own costs and fees including the le­gal fee for Borrower’s legal opinion.

4. As a management fee, the Borrower shall pay to the Lender the amount of Four Thousand Ninety Six point Zero Two United States Dollars (USD 4, 096. 02), hereinafter called «the Manage­ment Fee», within thirty (30) days after signing this Agreement, the Management Fee shall be nonrefundable.

Article 5. Overdue payments

If the Borrower fails to make any required payment with respect to the repayment of the Loan, payment of the Interest, payment of the Management Fee, or any other items payable under this Agreement on the date(s) due, all such overdue amounts shall bear interest, paya­ble on demand, from and including the due date to and including the date of actual payment, at the rate of 2. 375% per annum over and above the week, one month, three month or six month LIBOR deter­mined on the due date(s) and from time to time thereafter for succes­sive interest periods for so long as such amount remains unpaid, here­inafter called «the Overdue Interest».

The applicable LIBOR shall be the arithmetic mean, rounded up­ward, if necessary to the nearest whole multiple of 1/16 of 1% of the relevant LIBOR for deposits in the United States Dollars as quoted on the Reuter’s monitor page «LIВО» as or about 11: 00 a. m., London time on the due date(s) and thereafter for each successive Overdue In­terest Period as defined below, on the second business day in London, England prior to the first day of each such Overdue Interest Period.

The Lender shall in its discretion determine the interest period with respect to any overdue amount, Overdue Interest Period. The Overdue Interest shall be calculated on a 360 day year basis, by count­ing the actual number of days elapsed in that period.

Any payment made by the Borrower after such a failure shall be applied first to the Expenses and the Management Fee, then to the Overdue Interest, then to accrued Interest and then to repayment(s) of the Loan overdue.

233