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40 <br />In the exercise of the rights, remedies, powers and privileges of the <br />Issuer under the Indenture, this Loan Agreement, the Note, or the Mortgage, the <br />Issuer shall not be accountable to the Borrower for any action taken or omitted <br />by it or its [INSERT TITLES OF APPROPRIATE OFFICERS], officers, employees and <br />agents in good faith and reasonably believed by it or them to be authorized or <br />within the discretion or rights, remedies, powers and privileges conferred. The <br />Issuer and its [INSERT TITLES OF APPROPRIATE OFFICERS], officers, employees and <br />agents shall be protected in its or their acting upon any paper or document <br />reasonably believed by it or them to be genuine, and it or they may conclusively <br />rely upon the advice of counsel as to matters of law and may (but need not) <br />require further evidence of any fact or matter before taking any action. <br />Section 8.05. Giving of Notice. All notices required to be given or <br />authorized to be given pursuant to this Loan Agreement and the Note shall be in <br />writing and shall be deemed to have been given when received at (provided any <br />notice sent by telegram, cable, telex or facsimile transmission is sent charges <br />prepaid and confirmed by letter mailed as follows), or 5 Business Days after <br />being sent by registered or certified mail, postage prepaid, addressed to: <br />In the case of the Issuer: <br />Board of County Commissioners of <br />Indian River County, Florida <br />1840 25th Street <br />Vero Beach, Florida 32960 <br />with a copy to: <br />Charles L. Sieck, Esquire <br />Rhoads & Sinon <br />1200 N. Federal Highway <br />Suite 308 <br />Boca Raton, Florida 33432 <br />In the case of the Borrower: <br />Florida Convalescent Centers, Inc. <br />111 Mockingbird Lane, Suite 1111 <br />Dallas, Texas 75247 <br />Attention: James 0. McCarver <br />In the case of NHC: <br />National HealthCorp L.P. <br />814 S. Church Street <br />Murfreesboro, Tennessee 37130 <br />Attention: Richard F. LaRoche, Jr. <br />Senior Vice President and <br />General Counsel <br />- 24 - <br />