ADMINISTRATIVE AGENT IN ITS
SOLE DISCRETION DEEMS NECESSARY OR DESIRABLE TO PERFECT AND TO MAINTAIN THE
PERFECTION AND PRIORITY OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN THE
COLLATERAL, (IV) DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO CONTACT AND
ENTER INTO ONE OR MORE AGREEMENTS WITH THE ISSUERS OF UNCERTIFICATED SECURITIES
WHICH ARE COLLATERAL OWNED BY SUCH GRANTOR AND WHICH ARE SECURITIES OR WITH
FINANCIAL INTERMEDIARIES HOLDING OTHER INVESTMENT PROPERTY AS MAY BE NECESSARY
OR ADVISABLE TO GIVE THE ADMINISTRATIVE AGENT CONTROL OVER SUCH SECURITIES OR
OTHER INVESTMENT PROPERTY, (V) SUBJECT TO THE TERMS OF SECTION 4.1.2 HEREOF,
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO ENFORCE PAYMENT OF THE
INSTRUMENTS, ACCOUNTS AND RECEIVABLES IN THE NAME OF THE ADMINISTRATIVE AGENT OR
SUCH GRANTOR, (VI) DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO APPLY THE
PROCEEDS OF ANY COLLATERAL RECEIVED BY THE ADMINISTRATIVE AGENT TO THE SECURED
OBLIGATIONS AS PROVIDED IN ARTICLE VII AND (VII) DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT TO DISCHARGE PAST DUE TAXES, ASSESSMENTS, CHARGES, FEES OR
LIENS ON THE COLLATERAL (EXCEPT FOR SUCH LIENS AS ARE SPECIFICALLY PERMITTED
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT), AND EACH GRANTOR AGREES TO
REIMBURSE THE ADMINISTRATIVE AGENT ON DEMAND FOR ANY REASONABLE PAYMENT MADE OR
ANY REASONABLE EXPENSE INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION
THEREWITH, PROVIDED THAT THIS AUTHORIZATION SHALL NOT RELIEVE ANY GRANTOR OF ANY
OF ITS OBLIGATIONS UNDER THIS SECURITY AGREEMENT OR UNDER THE CREDIT AGREEMENT.
8.5.
SPECIFIC PERFORMANCE OF CERTAIN COVENANTS.
EACH GRANTOR
ACKNOWLEDGES AND AGREES THAT A BREACH OF ANY OF THE COVENANTS CONTAINED IN
SECTIONS 4.1.2, 4.1.3, 4.4, 5.3, OR 8.7 OR IN ARTICLE VII HEREOF WILL CAUSE
IRREPARABLE INJURY TO THE ADMINISTRATIVE AGENT AND THE HOLDERS OF SECURED
OBLIGATIONS, THAT THE ADMINISTRATIVE AGENT AND HOLDERS OF SECURED OBLIGATIONS
HAVE NO ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACHES AND THEREFORE AGREES,
WITHOUT LIMITING THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE HOLDERS OF SECURED
OBLIGATIONS TO SEEK AND OBTAIN SPECIFIC PERFORMANCE OF OTHER OBLIGATIONS OF THE
GRANTORS CONTAINED IN THIS SECURITY AGREEMENT, THAT THE COVENANTS OF THE
GRANTORS CONTAINED IN THE SECTIONS REFERRED TO IN THIS SECTION 8.5 SHALL BE
SPECIFICALLY ENFORCEABLE AGAINST THE GRANTORS.
8.6.
USE AND POSSESSION OF CERTAIN PREMISES.
DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO OCCUPY AND
USE ANY PREMISES OWNED OR LEASED BY THE GRANTORS WHERE ANY OF THE COLLATERAL OR
ANY RECORDS RELATING TO THE COLLATERAL ARE LOCATED UNTIL THE SECURED OBLIGATIONS
ARE PAID OR THE COLLATERAL IS REMOVED THEREFROM, WHICHEVER FIRST OCCURS, WITHOUT
ANY OBLIGATION TO PAY ANY GRANTOR FOR SUCH USE AND OCCUPANCY.
8.7.
DISPOSITIONS NOT AUTHORIZED.
NO GRANTOR IS AUTHORIZED TO SELL OR
OTHERWISE DISPOSE OF THE COLLATERAL EXCEPT AS SET FORTH IN SECTION 4.1.2 HEREOF
AND NOTWITHSTANDING ANY COURSE OF DEALING BETWEEN
15
ANY GRANTOR AND THE ADMINISTRATIVE AGENT OR OTHER CONDUCT OF THE ADMINISTRATIVE
AGENT, NO AUTHORIZATION TO SELL OR OTHERWISE DISPOSE OF THE COLLATERAL (EXCEPT