THE DELIVERY OF ANY APPROVED ELECTRONIC COMMUNICATION BY
ANY OTHER MEANS THE CREDIT PARTIES SHALL DELIVER ALL APPROVED ELECTRONIC
COMMUNICATIONS TO THE ADMINISTRATIVE AGENT OR OTHER APPLICABLE AGENT BY PROPERLY
TRANSMITTING SUCH APPROVED ELECTRONIC COMMUNICATIONS IN AN ELECTRONIC/SOFT
MEDIUM IN A FORMAT ACCEPTABLE TO THE ADMINISTRATIVE AGENT TO
OPLOANSWEBADMIN@CITIGROUP.COM OR SUCH OTHER ELECTRONIC MAIL ADDRESS (OR SIMILAR
MEANS OF ELECTRONIC DELIVERY) AS THE ADMINISTRATIVE AGENT MAY NOTIFY THE
BORROWER.
NOTHING IN THIS CLAUSE (B) SHALL PREJUDICE THE RIGHT OF ANY AGENT OR
ANY LENDER TO DELIVER ANY APPROVED ELECTRONIC COMMUNICATION TO ANY CREDIT PARTY
IN ANY MANNER AUTHORIZED IN THIS AGREEMENT OR TO REQUEST THAT THE BORROWER
EFFECT DELIVERY IN SUCH MANNER.
NOTICES AND OTHER COMMUNICATIONS DELIVERED BY
POSTING TO A PLATFORM, AN INTERNET WEBSITE OR A SIMILAR TELECOMMUNICATION DEVICE
REQUIRING THAT A USER HAVE PRIOR ACCESS TO SUCH PLATFORM, WEBSITE OR OTHER
DEVICE (TO THE EXTENT PERMITTED BY SECTION 9.9 TO BE DELIVERED THEREUNDER) SHALL
BE EFFECTIVE WHEN SUCH NOTICE OR OTHER COMMUNICATION SHALL HAVE BEEN MADE
GENERALLY AVAILABLE ON SUCH PLATFORM, INTERNET WEBSITE OR SIMILAR DEVICE TO THE
CLASS OF PERSON BEING NOTIFIED (REGARDLESS OF WHETHER ANY SUCH PERSON MUST
ACCOMPLISH, AND WHETHER OR NOT ANY SUCH PERSON SHALL HAVE ACCOMPLISHED, ANY
ACTION PRIOR TO OBTAINING ACCESS TO SUCH ITEMS, INCLUDING REGISTRATION,
DISCLOSURE OF CONTACT INFORMATION, COMPLIANCE WITH A STANDARD USER AGREEMENT OR
UNDERTAKING A DUTY OF CONFIDENTIALITY) AND SUCH PERSON HAS BEEN NOTIFIED THAT
SUCH COMMUNICATION HAS BEEN POSTED TO THE PLATFORM.
100
10.2
EXPENSES.
(A)
FROM AND AFTER THE CLOSING DATE, THE BORROWER AGREES UPON DEMAND
TO PAY, OR REIMBURSE EACH FACILITY AGENT FOR, ALL OF EACH FACILITY AGENT'S
REASONABLE OUT-OF-POCKET AUDIT, LEGAL, APPRAISAL, VALUATION, FILING, DOCUMENT
DUPLICATION AND REPRODUCTION AND INVESTIGATION EXPENSES AND FOR ALL OTHER
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF EVERY TYPE AND NATURE (INCLUDING
THE REASONABLE FEES, EXPENSES AND DISBURSEMENTS OF (X) ONE PRIMARY COUNSEL TO
THE FACILITY AGENTS AND (Y) NOT MORE THAN ONE COUNSEL TO THE FACILITY AGENTS IN
EACH APPROPRIATE JURISDICTION OR SPECIALTY (AS REASONABLY DETERMINED BY THE
ADMINISTRATIVE AGENT), INTERNAL PER DIEM FIELD EXAMINATION COSTS, THE REASONABLE
FEES AND EXPENSES OF APPRAISERS, AUDITORS, INSURANCE ADVISORS, ENVIRONMENTAL
ADVISORS, ACCOUNTANTS, AND CONSULTANTS ADVISING THE FACILITY AGENTS, REASONABLE
EXPENSES INCURRED IN CONNECTION WITH DUE DILIGENCE AND TRAVEL, COURIER,
REPRODUCTION, PRINTING AND DELIVERY EXPENSES) INCURRED BY ANY FACILITY AGENT IN
CONNECTION WITH ANY OF THE FOLLOWING:
(I) THE ADMINISTRATIVE AGENT'S AUDIT AND
INVESTIGATION OF THE BORROWER AND THE SUBSIDIARIES IN CONNECTION WITH THE
PREPARATION, NEGOTIATION OR EXECUTION OF ANY CREDIT DOCUMENT OR THE
ADMINISTRATIVE AGENT'S PERIODIC AUDITS OF THE BORROWER OR ANY OF THE
SUBSIDIARIES, AS THE CASE MAY BE, (II) THE PREPARATION, NEGOTIATION, EXECUTION
OR INTERPRETATION OF THIS AGREEMENT, ANY CREDIT DOCUMENT, OR THE MAKING OF THE
CREDIT EXTENSIONS HEREUNDER, (III) THE CREATION, PERFECTION OR PROTECTION OF THE
LIENS UNDER ANY CREDIT DOCUMENT (INCLUDING ANY REASONABLE FEES, DISBURSEMENTS
AND EXPENSES FOR LOCAL COUNSEL IN APPROPRIATE JURISDICTIONS), (IV) THE ONGOING
ADMINISTRATION OF THIS AGREEMENT AND THE CREDIT EXTENSIONS, INCLUDING
CONSULTATION WITH