A
COLLATERAL ACCESS AGREEMENT WITH RESPECT TO SUCH REAL PROPERTY, DULY EXECUTED
AND DELIVERED BY THE MORTGAGEE WHICH HAS A LIEN ON ANY SUCH REAL PROPERTY
(V) PROMPTLY UPON LENDER'S REQUEST, LENDER SHALL HAVE RECEIVED TRUE, CORRECT AND
COMPLETE COPIES OF ALL MATERIAL AGREEMENTS, DOCUMENTS AND INSTRUMENTS EVIDENCING
OR OTHERWISE RELATED TO SUCH INDEBTEDNESS, AND (VI) AS OF THE DATE OF INCURRING
SUCH INDEBTEDNESS AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT OF
DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING;
(I)
UNSECURED GUARANTEES BY AND BORROWER OR
GUARANTOR IN RESPECT OF LEASES AND CAPITAL LEASES THAT ARE ENTERED INTO BY ANY
BORROWER'S SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS OR UNSECURED
GUARANTEES BY ANY BORROWER IN RESPECT OF OBLIGATIONS OF ANY BORROWER'S
SUBSIDIARIES INCURRED IN THE ORDINARY COURSE OF BUSINESS; AND
84
(J)
THE INDEBTEDNESS OF ANY BORROWER OR
GUARANTOR ARISING AFTER THE DATE HEREOF PERMITTED UNDER SECTION 9.10(G) HEREOF;
(K)
TRADE DEBT AND ACCRUED EXPENSES INCURRED IN
THE ORDINARY COURSE OF BUSINESS ON NORMAL TRADE TERMS AND NOT OVERDUE BY MORE
THAN NINETY (90) DAYS;
(L)
THE INDEBTEDNESS SET FORTH ON SCHEDULE
9.9 TO THE INFORMATION CERTIFICATE; PROVIDED, THAT, (I) BORROWERS AND GUARANTORS
MAY ONLY MAKE REGULARLY SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST IN RESPECT
OF SUCH INDEBTEDNESS IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT OR INSTRUMENT
EVIDENCING OR GIVING RISE TO SUCH INDEBTEDNESS AS IN EFFECT ON THE DATE HEREOF,
(II) BORROWERS AND GUARANTORS SHALL NOT, DIRECTLY OR INDIRECTLY, (A) AMEND,
MODIFY, ALTER OR CHANGE THE TERMS OF SUCH INDEBTEDNESS OR ANY AGREEMENT,
DOCUMENT OR INSTRUMENT RELATED THERETO AS IN EFFECT ON THE DATE HEREOF EXCEPT,
THAT, BORROWERS AND GUARANTORS MAY, AFTER PRIOR WRITTEN NOTICE TO LENDER, AMEND,
MODIFY, ALTER OR CHANGE THE TERMS THEREOF SO AS TO EXTEND THE MATURITY THEREOF,
OR DEFER THE TIMING OF ANY PAYMENTS IN RESPECT THEREOF, OR TO FORGIVE OR CANCEL
ANY PORTION OF SUCH INDEBTEDNESS (OTHER THAN PURSUANT TO PAYMENTS THEREOF), OR
TO REDUCE THE INTEREST RATE OR ANY FEES IN CONNECTION THEREWITH, OR (B) REDEEM,
RETIRE, DEFEASE, PURCHASE OR OTHERWISE ACQUIRE SUCH INDEBTEDNESS, OR SET ASIDE
OR OTHERWISE DEPOSIT OR INVEST ANY SUMS FOR SUCH PURPOSE, AND (III) BORROWERS
AND GUARANTORS SHALL FURNISH TO LENDER ALL NOTICES OR DEMANDS IN CONNECTION WITH
SUCH INDEBTEDNESS EITHER RECEIVED BY ANY BORROWER OR GUARANTOR OR ON ITS BEHALF,
PROMPTLY AFTER THE RECEIPT THEREOF, OR SENT BY ANY BORROWER OR GUARANTOR OR ON
ITS BEHALF, CONCURRENTLY WITH THE SENDING THEREOF, AS THE CASE MAY BE.
9.10
Loans, Investments, Etc.
Each Borrower and
Guarantor shall not, and shall not permit any Subsidiary to, directly or
indirectly, make any loans or advance money or property to any person, or invest
in (by capital contribution, dividend or otherwise) or purchase or repurchase
the Capital Stock or Indebtedness or all or a substantial part of the assets or
property of any person, or form or acquire any Subsidiaries, or agree to do any
of the foregoing, except:
(A)
THE ENDORSEMENT OF INSTRUMENTS FOR