SUCH ADMINISTRATIVE QUESTIONNAIRE, SUCH ASSIGNMENT AND ASSUMPTION AGREEMENT OR
SCHEDULE 12.3, AS THE CASE MAY BE.
(B)
NOTICES AND OTHER COMMUNICATIONS TO OR BY THE ADMINISTRATIVE
AGENT, THE UK SECURITY TRUSTEE AND THE LENDERS HEREUNDER MAY BE DELIVERED OR
FURNISHED BY ELECTRONIC COMMUNICATION (INCLUDING E-MAIL AND INTERNET OR INTRANET
WEBSITES) PURSUANT TO PROCEDURES APPROVED BY THE ADMINISTRATIVE AGENT, PROVIDED
THAT THE FOREGOING SHALL NOT APPLY TO NOTICES PURSUANT TO ARTICLE II UNLESS
OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT (OR, AS THE CASE MAY BE, THE UK
SECURITY TRUSTEE) AND THE APPLICABLE LENDER.
THE ADMINISTRATIVE AGENT, UK
SECURITY TRUSTEE OR BORROWER MAY, IN ITS DISCRETION, AGREE TO ACCEPT NOTICES AND
OTHER COMMUNICATIONS TO IT HEREUNDER BY ELECTRONIC COMMUNICATIONS PURSUANT TO
PROCEDURES APPROVED BY IT, PROVIDED THAT APPROVAL OF SUCH PROCEDURES MAY BE
LIMITED TO PARTICULAR NOTICES OR COMMUNICATIONS.
138
(C)
UNLESS THE ADMINISTRATIVE AGENT OTHERWISE PRESCRIBES, (I) NOTICES
AND OTHER COMMUNICATIONS SENT TO AN E-MAIL ADDRESS SHALL BE DEEMED RECEIVED UPON
THE SENDER'S RECEIPT OF AN ACKNOWLEDGEMENT FROM THE INTENDED RECIPIENT (SUCH AS
BY THE "RETURN RECEIPT REQUESTED" FUNCTION, AS AVAILABLE, RETURN E-MAIL OR OTHER
WRITTEN ACKNOWLEDGEMENT), PROVIDED THAT IF SUCH NOTICE OR OTHER COMMUNICATION IS
SENT AFTER 5:00 P.M. (NEW YORK CITY TIME), SUCH NOTICE OR COMMUNICATION SHALL BE
DEEMED TO HAVE BEEN SENT AT THE OPENING OF BUSINESS ON THE NEXT BUSINESS DAY FOR
THE RECIPIENT, AND (II) NOTICES OR COMMUNICATIONS POSTED TO AN INTERNET OR
INTRANET WEBSITE SHALL BE DEEMED RECEIVED UPON THE DEEMED RECEIPT BY THE
INTENDED RECIPIENT AT ITS E-MAIL ADDRESS AS DESCRIBED IN THE FOREGOING CLAUSE
(I) OF NOTIFICATION THAT SUCH NOTICE OR COMMUNICATION IS AVAILABLE AND
IDENTIFYING THE WEBSITE ADDRESS THEREFOR.
12.4
COSTS, EXPENSES AND TAXES
(A)
GENERALLY.
THE BORROWER AGREES (WITHOUT DUPLICATION) TO PAY ALL
REASONABLE COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, PRINTING, TYPING, REPRODUCTION, EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE DOCUMENTS AND INSTRUMENTS
REFERRED TO HEREIN AND THEREIN AND ANY AMENDMENT, WAIVER, CONSENT RELATING
HERETO OR THERETO OR OTHER MODIFICATIONS OF (OR SUPPLEMENTS TO) ANY OF THE
FOREGOING AND ANY AND ALL OTHER DOCUMENTS AND INSTRUMENTS FURNISHED PURSUANT
HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH, INCLUDING WITHOUT
LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF WINSTON & STRAWN
LLP, SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT AND THE UK SECURITY TRUSTEE,
AND ANY LOCAL COUNSEL RETAINED BY THE ADMINISTRATIVE AGENT RELATIVE THERETO OR
THE REASONABLE ALLOCATED COSTS OF STAFF COUNSEL AS WELL AS THE FEES AND
OUT-OF-POCKET EXPENSES OF COUNSEL, INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER
OUTSIDE EXPERTS RETAINED BY THE ADMINISTRATIVE AGENT OR THE UK SECURITY TRUSTEE
IN CONNECTION WITH THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND ALL SEARCH FEES, APPRAISAL FEES AND EXPENSES, TITLE INSURANCE
POLICY FEES, COSTS AND EXPENSES AND FILING AND RECORDING FEES AND ALL COSTS AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY COSTS), IF ANY, OF THE
ADMINISTRATIVE AGENT, THE UK SECURITY TRUSTEE AND THE LENDERS IN CONNECTION WITH