by Agent ) and such other agreements, documents and instruments as
Agent may reasonable require in connection therewith. Notwithstanding any
provisions to the contrary herein, no Borrower or Guarantor shall be required to
deliver to Agent a mortgage, deed of trust or deed to secure debt if the Real
Property to be secured thereby is a leasehold interest, and the granting of such
security interest is prohibited under the lease and the landlord has withheld
its consent to such security interest. Except as provided in Section 9.8 hereof
or if Agent's prior written consent shall have been obtained, no Borrower shall
grant to any Person other than Agent a lien on or security interest in the Real
Property located on 466-472 53rd Street, Brooklyn, New York.
9.21
COSTS AND EXPENSES.
BORROWERS 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, ADMINISTRATION,
COLLECTION, LIQUIDATION, 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 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, APPRAISAL FEES AND SEARCH FEES, 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 CHARGES AND FEES WITH RESPECT THERETO; (C) CHARGES, FEES OR EXPENSES
CHARGED BY ANY BANK OR ISSUER IN CONNECTION WITH THE LETTER OF CREDIT
ACCOMMODATIONS; (D) COSTS AND EXPENSES OF PRESERVING AND PROTECTING THE
COLLATERAL; (E) COSTS AND EXPENSES PAID OR INCURRED IN CONNECTION WITH OBTAINING
PAYMENT OF THE OBLIGATIONS, ENFORCING THE SECURITY INTERESTS AND LIENS OF AGENT,
SELLING OR OTHERWISE REALIZING UPON THE COLLATERAL, AND OTHERWISE ENFORCING THE
PROVISIONS OF THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS OR DEFENDING ANY
CLAIMS MADE OR THREATENED AGAINST AGENT OR ANY LENDER ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (INCLUDING PREPARATIONS FOR AND
CONSULTATIONS CONCERNING ANY SUCH MATTERS); (F) ALL REASONABLE OUT-OF-POCKET
EXPENSES AND COSTS INCURRED BY AGENT DURING THE COURSE OF PERIODIC FIELD
EXAMINATIONS OF THE COLLATERAL AND BORROWERS' OPERATIONS, PLUS A PER DIEM CHARGE
AT THE THEN STANDARD RATE FOR AGENT'S FIELD EXAMINERS IN THE FIELD AND OFFICE
(WHICH RATE AS OF THE DATE HEREOF IS OF $800 PER PERSON PER DAY); PROVIDED,
HOWEVER, THAT SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND
NO ADDITIONAL APPRAISAL/FIELD EXAM PERIOD EXISTS, BORROWERS SHALL NOT BE
OBLIGATED TO REIMBURSE THE AGENT FOR MORE THAN ONE (1) FIELD EXAMINATION OF THE
COLLATERAL IN ANY TWELVE (12) CONSECUTIVE MONTH PERIOD; AND (G) THE FEES AND
DISBURSEMENTS OF COUNSEL (INCLUDING LEGAL