ALL CLAIMS,
LIABILITIES, COSTS AND EXPENSES OF ANY KIND IN ANY WAY RELATING TO OR ARISING
FROM A CLAIM BY ANY PERSON THAT SUCH PERSON ACTED ON BEHALF OF BORROWER IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN.
THE PROVISIONS OF THIS
SECTION 9.20 SHALL SURVIVE THE EXPIRATION AND TERMINATION OF THIS AGREEMENT AND
THE REPAYMENT OF THE INDEBTEDNESS.
SECTION 9.21.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND
DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE
AND THE SAME INSTRUMENT.
SECTION 9.22.
ESTOPPEL CERTIFICATES.
BORROWER AND
LENDER HEREBY AGREE AT ANY TIME AND FROM TIME TO TIME UPON NOT LESS THAN FIFTEEN
(15) DAYS PRIOR WRITTEN NOTICE BY BORROWER OR LENDER TO EXECUTE, ACKNOWLEDGE AND
DELIVER TO THE PARTY SPECIFIED IN SUCH NOTICE, A STATEMENT, IN WRITING,
CERTIFYING THAT THIS AGREEMENT IS UNMODIFIED AND IN FULL FORCE AND EFFECT (OR IF
THERE HAVE BEEN MODIFICATIONS, THAT THE SAME, AS MODIFIED, IS IN FULL FORCE AND
EFFECT AND STATING THE MODIFICATIONS HERETO), AND STATING WHETHER OR NOT, TO THE
KNOWLEDGE OF SUCH CERTIFYING PARTY, ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS THEN CONTINUING, AND, IF SO, SPECIFYING EACH SUCH DEFAULT OR EVENT OF
DEFAULT; PROVIDED, HOWEVER, THAT IT SHALL BE A CONDITION PRECEDENT TO LENDER'S
OBLIGATION TO DELIVER THE STATEMENT PURSUANT TO THIS SECTION 8.22, THAT LENDER
SHALL HAVE RECEIVED, TOGETHER WITH BORROWER'S REQUEST FOR SUCH STATEMENT, AN
OFFICER'S CERTIFICATE STATING THAT, TO THE KNOWLEDGE OF BORROWER, NO DEFAULT OR
EVENT OF DEFAULT EXISTS AS OF THE DATE OF SUCH CERTIFICATE (OR SPECIFYING SUCH
DEFAULT OR EVENT OF DEFAULT).
SECTION 9.23.
PAYMENT OF EXPENSES.
BORROWER SHALL
PAY ALL TRANSACTION COSTS, (EXCLUDING ANY TAX LIABILITIES WHICH ARE NOT PAYABLE
BY THE BORROWER PURSUANT TO SECTION 2.10), WHICH SHALL INCLUDE, WITHOUT
LIMITATION, (A) REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF LENDER IN
CONNECTION WITH (I) THE NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THE
LOAN DOCUMENTS AND THE DOCUMENTS AND INSTRUMENTS REFERRED TO THEREIN; (II) THE
CREATION, PERFECTION OR PROTECTION OF LENDER'S LIENS IN THE COLLATERAL
(INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES FOR TITLE AND LIEN SEARCHES OR
AMENDED OR REPLACEMENT MORTGAGES, UCC FINANCING STATEMENTS OR COLLATERAL
SECURITY INSTRUMENTS, TITLE INSURANCE PREMIUMS AND FILING AND RECORDING FEES,
THIRD PARTY DUE DILIGENCE EXPENSES FOR THE MORTGAGED PROPERTY PLUS TRAVEL
EXPENSES, ACCOUNTING FIRM FEES, COSTS OF THE APPRAISALS, ENVIRONMENTAL REPORTS
(AND AN ENVIRONMENTAL CONSULTANT), AND THE
113
PROPERTY CONDITION ASSESSMENTS AND COSTS AND FEES INCURRED IN CONNECTION WITH
ARRANGING, SETTING UP, SERVICING AND MAINTAINING THE ACCOUNT COLLATERAL); (III)
THE ADMINISTRATION OF THE LOAN DOCUMENTS AND THE LOAN AND RESPONSE TO ANY
REQUESTS FOR LENDER CONSENT OR APPROVAL OF ANY MATTER; (IV) THE NEGOTIATION,
PREPARATION, EXECUTION AND DELIVERY OF ANY AMENDMENT, WAIVER, RESTRUCTURING OR
CONSENT RELATING TO ANY OF THE LOAN DOCUMENTS, AND (V) THE PRESERVATION OF
RIGHTS UNDER AND ENFORCEMENT OF THE LOAN DOCUMENTS AND THE DOCUMENTS AND
INSTRUMENTS REFERRED TO THEREIN, INCLUDING ANY COMMUNICATIONS OR DISCUSSIONS
RELATING