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(1) Advances pursuant to this Section 4.04. 201703609 operating costs and expenses, including management fees, of every kind and nature in connection therewith, so that the Premises and Improvements shall be operational and usable for their intended purposes. All monies paid for any of the purposes herein authorized, and all expenses paid or incurred in connection therewith, including reasonable attorneys' fees and any other monies advanced by Grantee to protect the Premises and the lien hereof, or to complete construction, furnishing and equipping or to rent, operate and manage the Premises and such Improvements or to pay any such operating costs and expenses thereof or to keep the Premises and Improvements operational and usable for their intended purposes, shall constitute Secured Indebtedness, whether or not they exceed the amount of the Loans, and shall become due and payable upon demand with interest thereon at the Default Rate. Grantee, in making any payment hereby authorized: (a) for the payment of Impositions, may do so according to any bill, statement or estimate, without inquiry into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof; (b) for the purchase, discharge, compromise or settlement of any other prior lien, may do so without inquiry as to the validity or amount of any claim or lien which may be asserted; or (c) for the completion of construction, furnishing or equipping of the Improvements or the Premises or the rental, operation or management of the Premises or the payment of operating cost and expenses thereof, may do so in such amounts and to such persons as Grantee may deem reasonably appropriate and may enter into such contracts therefor as Grantee may deem reasonably appropriate or may perform the same itself. All advances, disbursements and expenditures (collectively "Advances ") made by Grantee after an Event of Default, before and during foreclosure, prior to sale, and where applicable, after sale, including interest thereon at the Default Rate, are hereinafter referred to as "Protective Advances ", and shall include without limitation: (2) Any amount expended by Grantee to the extent necessary to keep the Premises and Improvements operational and usable for their intended purposes in excess of the actual or estimated proceeds of insurance or condemnation, which excess shall constitute additional Secured Indebtedness; (3) Advances in accordance with the terms of this Security Instrument to: (a) protect, preserve or restore the Property; (b) preserve the lien of this Security Instrument or the priority thereof; or (c) enforce this Security Instrument; (4) Prior to delinquency, installments of real estate taxes and other Impositions; other obligations authorized by this Security Instrument; or with court approval, any other amounts in connection with other liens, encumbrances or interests reasonably necessary to preserve the status of title, all as referred to in this Section 4.04; (5) Reasonable attorneys' fees and other costs incurred in connection with: (a) the exercise of Grantee's rights to make Protective Advances; (b) the foreclosure of this Security Instrument; (c) any other litigation or administrative proceeding relating to the Property to which Grantee and/or any Lender may be or become or be threatened or contemplated to be a party, without fault on its part, including probate and bankruptcy proceedings; or (d) in the preparation -14- NAI- 1502659666v3