ACKNOWLEDGEMENT), PROVIDED THAT IF SUCH
98
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.
BORROWER AGREES WITHOUT DUPLICATION TO PAY PROMPTLY
UPON REQUEST BY ADMINISTRATIVE AGENT ALL REASONABLE COSTS AND EXPENSES INCURRED
BY OR ON BEHALF 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 ADMINISTRATIVE AGENT, AND ANY LOCAL COUNSEL RETAINED BY
ADMINISTRATIVE AGENT RELATIVE THERETO, OTHER ATTORNEY COSTS, INDEPENDENT PUBLIC
ACCOUNTANTS AND OTHER OUTSIDE EXPERTS RETAINED BY ADMINISTRATIVE AGENT 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, IN CONNECTION
WITH THE ENFORCEMENT OF THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS OR ANY OTHER
AGREEMENT FURNISHED PURSUANT HERETO OR THERETO OR IN CONNECTION HEREWITH OR
THEREWITH.
IN ADDITION, BORROWER SHALL PAY ANY AND ALL PRESENT AND FUTURE
STAMP, TRANSFER, EXCISE AND OTHER SIMILAR TAXES PAYABLE OR DETERMINED TO BE
PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, ANY
LOAN DOCUMENT, OR THE MAKING OF ANY LOAN, AND AGREES TO SAVE AND HOLD
ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY DELAY BY BORROWER IN PAYING,
OR OMISSION BY BORROWER TO PAY, SUCH TAXES.
ANY PORTION OF THE FOREGOING FEES,
COSTS AND EXPENSES WHICH REMAINS UNPAID MORE THAN THIRTY (30) DAYS FOLLOWING
ADMINISTRATIVE AGENT'S OR ANY LENDER'S STATEMENT AND REQUEST FOR PAYMENT THEREOF
SHALL BEAR INTEREST FROM THE DATE OF SUCH STATEMENT AND REQUEST TO THE DATE OF
PAYMENT AT THE DEFAULT RATE.
(B)
INDEMNIFICATION.
BORROWER WILL INDEMNIFY AND HOLD HARMLESS
ADMINISTRATIVE AGENT AND EACH LENDER AND EACH DIRECTOR, OFFICER, EMPLOYEE,
AGENT, ATTORNEY, TRUSTEE, ADVISOR AND AFFILIATE OF ADMINISTRATIVE AGENT AND EACH
LENDER (EACH SUCH PERSON AN "INDEMNIFIED PERSON" AND COLLECTIVELY, THE
"INDEMNIFIED PERSONS") FROM AND AGAINST ALL LOSSES, CLAIMS, DAMAGES, OBLIGATIONS
(INCLUDING REMOVAL OR REMEDIAL ACTIONS), EXPENSES OR LIABILITIES