SUCH PARTY IN A NOTICE (GIVEN IN
ACCORDANCE WITH THIS SECTION) (I) AS TO ANY BORROWER, TO AGENTS, (II) AS TO U.S.
AGENT, TO U.S. BORROWER AND TO EACH U.S. LENDER, (III) AS TO CANADIAN AGENT, TO
CANADIAN BORROWERS AND TO EACH CANADIAN LENDER, (IV) AS TO U.K. AGENT, TO U.K.
BORROWER AND TO EACH U.K. LENDER,
(V) AS TO SINGAPORE AGENT, TO SINGAPORE
BORROWER AND TO EACH SINGAPORE LENDER, (VI) AS TO ANY U.S. LENDER, TO U.S.
BORROWER AND AGENTS, (VII) AS TO ANY CANADIAN LENDER, TO CANADIAN BORROWERS AND
AGENTS, (VIII) AS TO ANY SINGAPORE LENDER, TO SINGAPORE BORROWER AND AGENTS AND
(IX) AS TO ANY U.K. LENDER, TO U.K. BORROWER AND AGENTS.
EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, ALL SUCH NOTICES OR COMMUNICATIONS SHALL BE DEEMED
TO HAVE BEEN DULY GIVEN WHEN (A) TRANSMITTED BY TELECOPIER OR DELIVERED TO THE
TELEGRAPH OR CABLE OFFICE, (B) PERSONALLY DELIVERED, (C) ONE BUSINESS DAY AFTER
DEPOSIT WITH AN OVERNIGHT MAIL OR DELIVERY SERVICE, POSTAGE OR CARRIAGE CHARGES
PREPAID OR (D) THREE BUSINESS DAYS' AFTER DEPOSIT IN A RECEPTACLE MAINTAINED BY
THE UNITED STATES POSTAL SERVICE OR CANADA POST OR THE OFFICIAL POSTAL SERVICE
OF THE UNITED KINGDOM OR SINGAPORE, AS THE CASE MAY BE, POSTAGE PREPAID,
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, IN EACH CASE GIVEN OR
ADDRESSED AS AFORESAID.
11.3
EXPENSES, ETC.
WHETHER OR NOT ANY LOAN IS EVER
MADE OR ANY BANKERS' ACCEPTANCES EVER ACCEPTED AND PURCHASED OR ANY LETTER OF
CREDIT EVER ISSUED, BORROWERS SHALL PAY OR REIMBURSE WITHIN 10 BUSINESS DAYS
AFTER WRITTEN DEMAND (A) (I) U.S. AGENT FOR PAYING THE REASONABLE FEES AND
EXPENSES OF LEGAL COUNSEL TO U.S. AGENT IN THE UNITED STATES, IN CANADA AND IN
THE UNITED KINGDOM, (II) CANADIAN AGENT FOR PAYING THE REASONABLE FEES AND
EXPENSES OF LEGAL COUNSEL TO CANADIAN AGENT IN CANADA, (III) SINGAPORE AGENT FOR
PAYING THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL TO SINGAPORE AGENT IN
SINGAPORE AND (IV) U.K. AGENT FOR PAYING THE REASONABLE FEES AND EXPENSES OF
LEGAL COUNSEL TO U.K. AGENT IN THE UNITED KINGDOM, IN CONNECTION WITH THE
PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT
91
(INCLUDING THE EXHIBITS AND SCHEDULES HERETO), THE SECURITY DOCUMENTS AND THE
OTHER LOAN DOCUMENTS AND THE MAKING OF THE LOANS AND THE ACCEPTANCE AND PURCHASE
OF BANKERS' ACCEPTANCES AND THE ISSUANCE OF LETTERS OF CREDIT HEREUNDER, AND ANY
MODIFICATION, SUPPLEMENT OR WAIVER OF ANY OF THE TERMS OF THIS AGREEMENT, THE
LETTERS OF CREDIT OR ANY OTHER LOAN DOCUMENT; (B) ANY AGENT FOR ANY REASONABLE
AND CUSTOMARY SEARCH FEES, COLLATERAL AUDIT FEES AND APPRAISAL FEES; (C) ANY
AGENT FOR REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE
PREPARATION, DOCUMENTATION, ADMINISTRATION AND SYNDICATION OF THE LOANS OR ANY
OF THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE ADVERTISING,
MARKETING, PRINTING, PUBLICITY, DUPLICATING, MAILING AND SIMILAR EXPENSES)
AND
LETTER OF CREDIT LIABILITIES; (D) ANY AGENT FOR PAYING ALL REQUIRED TRANSFER,
STAMP, DOCUMENTARY OR OTHER SIMILAR TAXES, ASSESSMENTS OR CHARGES LEVIED BY ANY
GOVERNMENTAL OR