DELIVER TO AGENT A MORTGAGE, DEED OF TRUST OR DEED TO
SECURE DEBT, AS AGENT MAY DETERMINE, IN FORM AND SUBSTANCE SUBSTANTIALLY SIMILAR
TO THE MORTGAGES AND AS TO ANY PROVISIONS RELATING TO SPECIFIC STATE OR FOREIGN
LAWS REASONABLY SATISFACTORY TO 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 AGENT A FIRST AND ONLY LIEN AND MORTGAGE ON AND
SECURITY INTEREST IN SUCH REAL PROPERTY, FIXTURES OR OTHER PROPERTY (EXCEPT AS
SUCH BORROWER WOULD OTHERWISE BE PERMITTED TO INCUR HEREUNDER OR UNDER THE
MORTGAGES OR AS OTHERWISE CONSENTED TO IN WRITING BY AGENT) AND SUCH OTHER
AGREEMENTS, DOCUMENTS AND INSTRUMENTS AS AGENT MAY REASONABLY REQUIRE IN
CONNECTION THEREWITH; PROVIDED, THAT, AS TO ANY SUCH REAL PROPERTY THAT IS NOT
ADJACENT, CONTIGUOUS OR RELATED TO REAL PROPERTY THEN SUBJECT TO A MORTGAGE, IF
THE PURCHASE PRICE FOR SUCH REAL PROPERTY IS PAID WITH THE INITIAL PROCEEDS OF A
LOAN FROM A FINANCIAL INSTITUTION GIVING RISE TO INDEBTEDNESS PERMITTED UNDER
SECTION 9.9(B) HEREOF, THEN SUCH BORROWER SHALL NOT BE REQUIRED TO EXECUTE AND
DELIVER SUCH MORTGAGE, DEED OF TRUST OR DEED TO SECURE DEBT IN FAVOR OF AGENT
WITH RESPECT TO SUCH REAL PROPERTY.
96
9.20
EFFECT OF INDEBTEDNESS OF FOREIGN SUBSIDIARIES.
EACH BORROWER SHALL NOT INCUR, CREATE, ASSUME, BECOME OR BE LIABLE IN ANY MANNER
WITH RESPECT TO, OR PERMIT TO EXIST, ANY INDEBTEDNESS IF UNDER THE TERMS THEREOF
THE OCCURRENCE OF A DEFAULT UNDER OR WITH RESPECT TO INDEBTEDNESS OF A FOREIGN
SUBSIDIARY SHALL RESULT IN, OR PERMIT ANY HOLDER OF ANY INDEBTEDNESS OF ANY
BORROWER TO DECLARE, A DEFAULT UNDER OR WITH RESPECT TO INDEBTEDNESS OF ANY
BORROWER OR CAUSE THE PAYMENT OF SUCH INDEBTEDNESS OF ANY BORROWER TO BE
ACCELERATED OR PAYABLE PRIOR TO ITS STATED MATURITY.
9.21
COSTS AND EXPENSES.
EACH BORROWER JOINTLY AND
SEVERALLY AGREES TO PAY TO AGENT ON DEMAND ALL OF AGENT'S COSTS, EXPENSES,
FILING FEES AND TAXES (EXCEPT TO THE EXTENT TAXES MAY BE SUBJECT TO THE TERMS OF
SECTION 6.5 HEREOF) PAID OR PAYABLE IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION, DELIVERY, RECORDING, SYNDICATION, 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 OUT-OF-POCKET
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) ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES AND FEES FOR INSURANCE PREMIUMS, ENVIRONMENTAL
AUDITS, TITLE INSURANCE PREMIUMS, SURVEYS, ASSESSMENTS, ENGINEERING REPORTS AND
INSPECTIONS, APPRAISAL FEES AND SEARCH FEES, OUT-OF-POCKET 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