DEEM NECESSARY OR DESIRABLE IN ORDER TO PERMIT, PROTECT AND
PERFECT ITS SECURITY INTERESTS IN AND LIENS UPON THE ASSETS OF SUCH SUBSIDIARY,
CORPORATE RESOLUTIONS AND OTHER ORGANIZATION AND AUTHORIZING DOCUMENTS OF SUCH
PERSON, AND FAVORABLE OPINIONS OF COUNSEL TO SUCH PERSON OR (II) SHALL DULY AND
VALIDLY TRANSFER ALL TRADEMARKS (INCLUDING GOODWILL RELATED THERETO) AND OTHER
ASSETS OF OMX, INC. OF THE TYPE OR CATEGORY THAT WOULD CONSTITUTE INTELLECTUAL
PROPERTY IF OWNED BY A BORROWER TO A BORROWER AND SHALL PROVIDE SUCH EVIDENCE
THEREOF AS AGENT MAY REQUIRE, TOGETHER WITH SUCH OTHER AGREEMENTS, DOCUMENTS AND
INSTRUMENTS AS AGENT MAY REQUIRE IN CONNECTION THEREWITH AND SUCH FAVORABLE
OPINIONS OF COUNSEL WITH RESPECT TO THE VALIDITY AND ENFORCEABILITY OF SUCH
TRANSFER AS AGENT MAY REQUIRE.
9.23
FOREIGN ASSETS CONTROL REGULATIONS, ETC.
NONE OF THE REQUESTING OR
BORROWING OF THE LOANS OR THE REQUESTING OR ISSUANCE, EXTENSION OR RENEWAL OF
ANY LETTER OF CREDIT OR THE USE OF THE PROCEEDS OF ANY THEREOF WILL VIOLATE THE
TRADING WITH THE ENEMY ACT (50 USC §1 ET SEQ., AS AMENDED) (THE "TRADING WITH
THE ENEMY ACT") OR ANY OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE UNITED
STATES TREASURY DEPARTMENT (31 C.F.R., SUBTITLE B, CHAPTER V, AS AMENDED) (THE
"FOREIGN ASSETS CONTROL REGULATIONS") OR ANY ENABLING LEGISLATION OR EXECUTIVE
ORDER RELATING THERETO (INCLUDING, BUT NOT LIMITED TO (A) EXECUTIVE ORDER 13224
OF SEPTEMBER 21, 2001 BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH
PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM (66 FED. REG. 49079
(2001)) (THE "EXECUTIVE ORDER") AND (B) THE UNITING AND STRENGTHENING AMERICA BY
PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF
2001 (PUBLIC LAW 107-56).
NONE OF BORROWERS OR ANY OF THEIR SUBSIDIARIES OR
OTHER AFFILIATES IS OR WILL BECOME A "BLOCKED PERSON" AS DESCRIBED IN THE
EXECUTIVE ORDER, THE TRADING WITH THE ENEMY ACT OR THE FOREIGN ASSETS CONTROL
REGULATIONS OR ENGAGES OR WILL ENGAGE IN ANY DEALINGS OR TRANSACTIONS, OR BE
OTHERWISE ASSOCIATED, WITH ANY SUCH "BLOCKED PERSON".
9.24
COSTS AND EXPENSES.
BORROWERS AND GUARANTORS SHALL PAY TO AGENT ON DEMAND
ALL COSTS, EXPENSES, FILING FEES AND TAXES PAID OR PAYABLE IN CONNECTION WITH
THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, RECORDING, SYNDICATION,
ADMINISTRATION, COLLECTION, LIQUIDATION,
98
ENFORCEMENT AND DEFENSE OF THE OBLIGATIONS, 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 UCC 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, BACKGROUND CHECKS, COSTS AND
EXPENSES OF REMITTING LOAN PROCEEDS, COLLECTING CHECKS AND OTHER ITEMS OF
PAYMENT, AND ESTABLISHING AND MAINTAINING THE BLOCKED ACCOUNTS, TOGETHER WITH
AGENT'S CUSTOMARY