THIS SECURITY AGREEMENT.
(E)
THE ADMINISTRATIVE AGENT AND SUCH PERSONS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY DESIGNATE SHALL HAVE THE RIGHT, AT THE COST AND EXPENSE OF
THE GRANTORS, AT REASONABLE INTERVALS, BUT NOT MORE FREQUENTLY THAN ONCE PER
YEAR (EXCEPT, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT) TO INSPECT ALL OF
ITS RECORDS RELATING TO THE COLLATERAL OWNED OR HELD BY IT ON ITS BEHALF (AND TO
MAKE EXTRACTS AND COPIES FROM SUCH RECORDS) AND TO DISCUSS ITS AFFAIRS WITH ITS
OFFICERS AND INDEPENDENT ACCOUNTANTS.
THE ADMINISTRATIVE AGENT SHALL HAVE THE
ABSOLUTE RIGHT TO SHARE ANY INFORMATION RELATING TO THE COLLATERAL OWNED OR HELD
BY IT ON ITS BEHALF THAT IT GAINS FROM SUCH INSPECTION OR VERIFICATION WITH ANY
SECURED PARTY.
7
(F)
AT ITS OPTION, THE ADMINISTRATIVE AGENT MAY DISCHARGE PAST DUE
TAXES, ASSESSMENTS, CHARGES, FEES, LIENS, SECURITY INTERESTS OR OTHER
ENCUMBRANCES AT ANY TIME LEVIED OR PLACED ON THE COLLATERAL AND NOT PERMITTED
PURSUANT TO THE LOAN DOCUMENTS AND EACH GRANTOR AGREES, JOINTLY WITH THE OTHERS
AND SEVERALLY, TO REIMBURSE THE ADMINISTRATIVE AGENT ON DEMAND FOR ANY
REASONABLE PAYMENT MADE OR ANY REASONABLE EXPENSE INCURRED BY THE ADMINISTRATIVE
AGENT PURSUANT TO THE FOREGOING AUTHORIZATION; PROVIDED, HOWEVER, THAT NOTHING
IN THIS PARAGRAPH SHALL BE INTERPRETED AS EXCUSING ANY GRANTOR FROM THE
PERFORMANCE OF, OR IMPOSING ANY OBLIGATION ON THE ADMINISTRATIVE AGENT OR ANY
OTHER SECURED PARTY TO CURE OR PERFORM, ANY COVENANTS OR OTHER PROMISES OF ANY
GRANTOR WITH RESPECT TO TAXES, ASSESSMENTS, CHARGES, FEES, LIENS, SECURITY
INTERESTS OR OTHER ENCUMBRANCES AND MAINTENANCE AS SET FORTH HEREIN OR IN THE
OTHER LOAN DOCUMENTS.
(G)
EACH OF THE GRANTORS SHALL REMAIN LIABLE TO OBSERVE AND PERFORM
ALL THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT UNDER EACH
CONTRACT, AGREEMENT OR INSTRUMENT RELATING TO THE COLLATERAL, ALL IN ACCORDANCE
WITH THE TERMS AND CONDITIONS THEREOF, AND SUCH GRANTOR AGREES, JOINTLY WITH THE
OTHERS AND SEVERALLY, TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT
AND THE OTHER SECURED PARTIES FROM AND AGAINST ANY AND ALL LIABILITY FOR SUCH
PERFORMANCE.
(H)
NONE OF THE GRANTORS SHALL MAKE OR PERMIT TO BE MADE AN
ASSIGNMENT, PLEDGE OR HYPOTHECATION OF THE COLLATERAL OWNED OR HELD BY IT OR ON
ITS BEHALF, OR SHALL GRANT ANY OTHER LIEN IN RESPECT OF SUCH COLLATERAL, EXCEPT
AS EXPRESSLY PERMITTED BY THE LOAN DOCUMENTS.
EXCEPT FOR TRANSFERS EXPRESSLY
PERMITTED BY THE CREDIT AGREEMENT, NO SUCH GRANTOR SHALL MAKE OR PERMIT TO BE
MADE ANY TRANSFER OF SUCH COLLATERAL, AND IT SHALL REMAIN AT ALL TIMES IN
POSSESSION OF SUCH COLLATERAL AND THE DIRECT OWNER, BENEFICIALLY AND OF RECORD,
OF THE PLEDGED EQUITY INCLUDED IN SUCH COLLATERAL.
SECTION 6.
ATTORNEY-IN-FACT;
REGISTRATION IN NOMINEE NAME; DENOMINATIONS; VOTING RIGHTS; DIVIDENDS AND
INTEREST, ETC.
(A)
EACH OF THE GRANTORS HEREBY APPOINTS THE ADMINISTRATIVE AGENT AS
ITS TRUE AND LAWFUL AGENT AND ATTORNEY-IN-FACT FOR THE PURPOSE, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, OF CARRYING OUT
THE PROVISIONS OF THIS SECURITY AGREEMENT AND