IF ANY BORROWER OR GUARANTOR
HEREAFTER ACQUIRES ANY REAL PROPERTY, FIXTURES OR ANY OTHER PROPERTY THAT IS OF
THE KIND OR NATURE DESCRIBED IN THE MORTGAGES AND SUCH REAL PROPERTY, FIXTURES
OR OTHER PROPERTY IS ADJACENT TO, CONTIGUOUS WITH OR NECESSARY OR RELATED TO OR
USED IN CONNECTION WITH ANY REAL PROPERTY THEN SUBJECT TO A MORTGAGE, OR IF SUCH
REAL PROPERTY IS NOT ADJACENT TO, CONTIGUOUS WITH OR RELATED TO OR USED IN
CONNECTION WITH SUCH REAL PROPERTY, THEN IF SUCH REAL PROPERTY, FIXTURES OR
OTHER PROPERTY AT ANY LOCATION (OR SERIES OF ADJACENT, CONTIGUOUS OR RELATED
LOCATIONS, AND REGARDLESS OF THE NUMBER OF PARCELS) HAS A FAIR MARKET VALUE IN
AN AMOUNT EQUAL TO OR GREATER THAN $2,500,000 (OR IF A DEFAULT OR EVENT OF
DEFAULT EXISTS, THEN REGARDLESS OF THE FAIR MARKET VALUE OF SUCH ASSETS),
WITHOUT LIMITING ANY OTHER RIGHTS OF ADMINISTRATIVE AGENT OR ANY LENDER, OR
DUTIES OR OBLIGATIONS OF ANY BORROWER OR GUARANTOR, PROMPTLY UPON ADMINISTRATIVE
AGENT'S REQUEST, SUCH BORROWER OR GUARANTOR SHALL EXECUTE AND DELIVER TO
ADMINISTRATIVE AGENT A MORTGAGE, DEED OF TRUST OR DEED TO SECURE DEBT, AS
ADMINISTRATIVE AGENT MAY DETERMINE, IN FORM AND SUBSTANCE SUBSTANTIALLY SIMILAR
TO THE MORTGAGES AND AS TO ANY PROVISIONS RELATING TO SPECIFIC STATE LAWS
SATISFACTORY TO ADMINISTRATIVE AGENT AND IN FORM APPROPRIATE FOR RECORDING IN
THE REAL ESTATE RECORDS OF THE JURISDICTION IN WHICH SUCH REAL PROPERTY OR OTHER
PROPERTY IS LOCATED GRANTING TO ADMINISTRATIVE AGENT A FIRST AND ONLY LIEN AND
MORTGAGE ON AND SECURITY INTEREST IN SUCH REAL PROPERTY, FIXTURES OR OTHER
PROPERTY (EXCEPT AS SUCH BORROWER OR GUARANTOR WOULD OTHERWISE BE PERMITTED TO
INCUR HEREUNDER OR UNDER THE MORTGAGES OR AS OTHERWISE CONSENTED TO IN WRITING
BY ADMINISTRATIVE AGENT) AND SUCH OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS AS
ADMINISTRATIVE AGENT MAY REQUIRE IN CONNECTION THEREWITH.
9.22
COSTS AND EXPENSES.
BORROWERS AND GUARANTORS SHALL PAY TO
ADMINISTRATIVE AGENT, ISSUING BANK, SWING LINE LENDER AND LENDERS ON DEMAND ALL
OUT-OF-POCKET COSTS, EXPENSES, FILING FEES AND TAXES PAID OR PAYABLE IN
CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, RECORDING,
SYNDICATION, ADMINISTRATION, COLLECTION, LIQUIDATION, ENFORCEMENT AND DEFENSE OF
THE OBLIGATIONS, ADMINISTRATIVE AGENT'S RIGHTS IN THE COLLATERAL, THIS
AGREEMENT, THE OTHER FINANCING AGREEMENTS AND ALL OTHER DOCUMENTS RELATED HERETO
OR THERETO, INCLUDING ANY AMENDMENTS, SUPPLEMENTS OR CONSENTS WHICH MAY
HEREAFTER BE CONTEMPLATED (WHETHER OR NOT EXECUTED) OR ENTERED INTO IN RESPECT
HEREOF AND THEREOF, INCLUDING:
(A) ALL COSTS AND EXPENSES OF FILING OR
RECORDING (INCLUDING UNIFORM COMMERCIAL CODE FINANCING STATEMENT FILING TAXES
AND FEES, DOCUMENTARY TAXES, INTANGIBLES TAXES AND MORTGAGE RECORDING TAXES AND
FEES, IF APPLICABLE); (B) COSTS AND EXPENSES AND FEES FOR INSURANCE PREMIUMS,
ENVIRONMENTAL AUDITS, TITLE INSURANCE PREMIUMS, SURVEYS, ASSESSMENTS,
ENGINEERING REPORTS AND INSPECTIONS, APPRAISAL FEES AND SEARCH FEES (INCLUDING
OFAC/PEP SEARCHES), COSTS AND EXPENSES OF REMITTING LOAN PROCEEDS, COLLECTING
CHECKS AND OTHER ITEMS OF PAYMENT, AND ESTABLISHING AND MAINTAINING THE BLOCKED
ACCOUNTS, TOGETHER WITH ADMINISTRATIVE AGENT'S CUSTOMARY CHARGES AND FEES WITH
RESPECT THERETO; (C) CHARGES, FEES OR EXPENSES CHARGED BY ANY BANK OR ISSUER IN