WHETHER
MATURED OR UNMATURED) AND ANY OTHER INDEBTEDNESS AT ANY TIME HELD OR OWING BY
THE ADMINISTRATIVE AGENT, SUCH LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE
AGENT OR SUCH LENDER, TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER
AGAINST AND ON ACCOUNT OF ANY OF THE DEBT, IRRESPECTIVE OF WHETHER OR NOT ANY OR
ALL OF THE DEBT HAS BEEN DECLARED TO BE, OR HAS OTHERWISE BECOME, DUE AND
PAYABLE AS PERMITTED HEREUNDER, AND ALTHOUGH THE DEBT OR THE APPLICABLE PORTION
THEREOF SHALL BE CONTINGENT OR UNMATURED.
SECTION 17.7
EXPENSES.
BORROWER COVENANTS AND AGREES TO PAY OR, IF
BORROWER FAILS TO PAY, TO REIMBURSE, ADMINISTRATIVE AGENT AND/OR ANY LENDER
WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF WRITTEN NOTICE FROM ADMINISTRATIVE
AGENT (ON ITS OWN BEHALF AND/OR ON BEHALF OF ANY LENDER) FOR ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING REASONABLE, ACTUAL ATTORNEYS' FEES
AND DISBURSEMENTS) REASONABLY INCURRED BY ADMINISTRATIVE AGENT OR SUCH LENDER IN
ACCORDANCE WITH THIS AGREEMENT IN CONNECTION WITH (I) THE PREPARATION,
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SECURITY INSTRUMENT,
THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY AND ALL THE COSTS OF FURNISHING ALL OPINIONS BY
COUNSEL FOR BORROWER (INCLUDING WITHOUT LIMITATION ANY OPINIONS REASONABLY
REQUESTED BY ADMINISTRATIVE AGENT AS TO ANY LEGAL MATTERS ARISING UNDER THIS
AGREEMENT, THE SECURITY INSTRUMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS WITH
RESPECT TO THE PROPERTY); (II) BORROWER'S ONGOING PERFORMANCE OF AND COMPLIANCE
WITH BORROWER'S RESPECTIVE AGREEMENTS AND COVENANTS CONTAINED IN THIS AGREEMENT,
THE SECURITY INSTRUMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS ON ITS PART TO BE
PERFORMED OR COMPLIED WITH AFTER THE CLOSING DATE, INCLUDING, WITHOUT
LIMITATION, CONFIRMING COMPLIANCE WITH ENVIRONMENTAL AND INSURANCE REQUIREMENTS;
(III) INTENTIONALLY OMITTED; (IV) THE NEGOTIATION, PREPARATION, EXECUTION,
DELIVERY AND ADMINISTRATION OF ANY CONSENTS, AMENDMENTS, WAIVERS OR OTHER
MODIFICATIONS TO THIS AGREEMENT, THE SECURITY INSTRUMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS AND ANY OTHER DOCUMENTS OR MATTERS, IN EACH CASE, TO THE EXTENT
THE SAME IS REQUESTED BY BORROWER; (V) SECURING BORROWER'S COMPLIANCE WITH ANY
REQUESTS MADE PURSUANT TO THE PROVISIONS OF THIS AGREEMENT; (VI) THE FILING
130
and recording fees and expenses, title insurance and reasonable fees and
expenses of counsel for providing to Administrative Agent and Lenders all
required legal opinions, and other similar expenses incurred in creating and
perfecting the lien in favor of Administrative Agent for the benefit of Lenders
pursuant to this Agreement, the Security Instrument, the Note and the other Loan
Documents; (vii) enforcing or preserving any rights, in response to third party
claims or the prosecuting or defending of any action or proceeding or other
litigation, in each case against, under or affecting Borrower, this Agreement,
the Security Instrument, the Note, the other Loan Documents, the Property, or
any other security given for the Loan; and (viii) enforcing any obligations of
or collecting any payments due from Borrower under this Agreement, the Security
Instrument, the Note and the other Loan