BE CHANGED).
ANY
SUCH NOTICE OR COMMUNICATION SHALL BE DEEMED TO HAVE BEEN GIVEN (A) IN THE CASE
OF PERSONAL DELIVERY OR DELIVERY SERVICE, AS OF THE DATE OF FIRST ATTEMPTED
DELIVERY DURING NORMAL BUSINESS HOURS AT THE ADDRESS PROVIDED HEREIN, (B) IN THE
CASE OF FACSIMILE OR OTHER ELECTRONIC TRANSMISSION, UPON RECEIPT, OR (C) IN THE
CASE OF REGISTERED OR CERTIFIED UNITED STATES MAIL, THREE DAYS AFTER DEPOSIT IN
THE MAIL; PROVIDED, HOWEVER, THAT NO BORROWING NOTICE SHALL BECOME EFFECTIVE
UNTIL ACTUALLY RECEIVED BY AGENT.
SECTION 10.4.
PAYMENT OF EXPENSES; INDEMNITY.
(A)
PAYMENT OF EXPENSES.
WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED, BORROWER WILL
PROMPTLY (AND IN ANY EVENT, WITHIN THIRTY (30) DAYS AFTER ANY INVOICE OR OTHER
STATEMENT OR NOTICE) PAY: (I) ALL TRANSFER, STAMP, MORTGAGE, DOCUMENTARY OR
OTHER SIMILAR TAXES, ASSESSMENTS OR CHARGES LEVIED BY ANY GOVERNMENTAL OR
REVENUE AUTHORITY IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR ANY OTHER DOCUMENT OR TRANSACTION REFERRED TO HEREIN OR THEREIN,
(II) ALL REASONABLE COSTS AND EXPENSES INCURRED BY OR ON BEHALF OF AGENT
(INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, TRAVEL COSTS AND
MISCELLANEOUS EXPENSES), BUT EXCLUDING CONSULTANTS FEES OTHER THAN IN CONNECTION
WITH AN ANNUAL FIELD AUDIT PERMITTED BELOW, IN CONNECTION WITH (1) THE
NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS, AND ANY
AND ALL CONSENTS, WAIVERS OR OTHER DOCUMENTS OR
65
INSTRUMENTS RELATING THERETO, (2) THE FILING, RECORDING, REFILING AND
RE-RECORDING OF ANY LOAN DOCUMENTS AND ANY OTHER DOCUMENTS OR INSTRUMENTS OR
FURTHER ASSURANCES REQUIRED TO BE FILED OR RECORDED OR REFILED OR RE-RECORDED BY
THE TERMS OF ANY LOAN DOCUMENT, (3) THE BORROWINGS HEREUNDER AND OTHER ACTION
REASONABLY REQUIRED IN THE COURSE OF ADMINISTRATION HEREOF, (4) MONITORING OR
CONFIRMING (OR PREPARATION OR NEGOTIATION OF ANY DOCUMENT RELATED TO) ANY
RESTRICTED PERSON'S COMPLIANCE WITH ANY COVENANTS OR CONDITIONS CONTAINED IN
THIS AGREEMENT OR IN ANY LOAN DOCUMENT, AND (III) ALL REASONABLE COSTS AND
EXPENSES INCURRED BY THE AGENT ON BEHALF OF ANY LENDER PARTY (INCLUDING WITHOUT
LIMITATION REASONABLE ATTORNEYS' FEES, REASONABLE CONSULTANTS' FEES AND
REASONABLE ACCOUNTING FEES) IN CONNECTION WITH THE CONDUCT OF AN ANNUAL FIELD
AUDIT, THE PRESERVATION OF ANY RIGHTS UNDER THE LOAN DOCUMENTS OR THE DEFENSE OR
ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS (INCLUDING THIS SECTION), ANY ATTEMPT
TO CURE ANY BREACH THEREUNDER BY ANY RESTRICTED PERSON, OR THE DEFENSE OF ANY
LENDER PARTY'S EXERCISE OF ITS RIGHTS THEREUNDER.
IN ADDITION TO THE FOREGOING,
UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN FULL, BORROWER WILL ALSO PAY OR
REIMBURSE AGENT FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF AGENT OR
ITS AGENTS OR EMPLOYEES IN CONNECTION WITH THE CONTINUING ADMINISTRATION OF THE
LOANS AND THE RELATED DUE DILIGENCE OF AGENT, INCLUDING TRAVEL AND MISCELLANEOUS
EXPENSES AND REASONABLE FEES AND EXPENSES OF AGENT'S OUTSIDE COUNSEL AND
CONSULTANTS ENGAGED IN CONNECTION WITH THE LOAN DOCUMENTS.
(B)
INDEMNITY.
BORROWER AGREES TO INDEMNIFY
EACH LENDER PARTY, UPON DEMAND, FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, BROKER'S