TO INDORSE AND COLLECT ANY CASH
PROCEEDS OF THE COLLATERAL, (III) TO FILE ANY OTHER FINANCING STATEMENT OR
AMENDMENT OF A FINANCING STATEMENT (WHICH DOES NOT ADD NEW COLLATERAL OR ADD A
DEBTOR) IN SUCH OFFICES AS THE SECURED PARTY IN ITS SOLE DISCRETION DEEMS
NECESSARY OR DESIRABLE TO PERFECT AND TO MAINTAIN THE PERFECTION AND PRIORITY OF
THE SECURED PARTY'S SECURITY INTEREST IN THE COLLATERAL, (IV) TO CONTACT AND
ENTER INTO ONE OR MORE AGREEMENTS WITH THE ISSUERS OF UNCERTIFICATED SECURITIES
WHICH ARE COLLATERAL OWNED BY THE GRANTOR AND WHICH ARE SECURITIES OR WITH
FINANCIAL INTERMEDIARIES HOLDING OTHER INVESTMENT PROPERTY AS MAY BE NECESSARY
OR ADVISABLE TO GIVE THE SECURED PARTY CONTROL OVER SUCH SECURITIES OR OTHER
INVESTMENT PROPERTY, (V) AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, TO ENFORCE PAYMENT OF THE INSTRUMENTS, ACCOUNTS AND
RECEIVABLES IN THE NAME OF THE SECURED PARTY OR THE GRANTOR, (VI) TO APPLY THE
19
PROCEEDS OF ANY COLLATERAL RECEIVED BY THE SECURED PARTY AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO THE SECURED OBLIGATIONS AS
PROVIDED IN ARTICLE VII AND (VII) TO DISCHARGE PAST DUE TAXES, ASSESSMENTS,
CHARGES, FEES OR LIENS ON THE COLLATERAL (EXCEPT FOR SUCH LIENS AS ARE
SPECIFICALLY PERMITTED HEREUNDER), AND THE GRANTOR AGREES TO REIMBURSE THE
SECURED PARTY ON DEMAND FOR ANY REASONABLE PAYMENT MADE OR ANY REASONABLE
EXPENSE INCURRED BY THE SECURED PARTY IN CONNECTION THEREWITH, PROVIDED THAT
THIS AUTHORIZATION SHALL NOT RELIEVE THE GRANTOR OF ANY OF ITS OBLIGATIONS UNDER
THIS SECURITY AGREEMENT.
8.5.
SPECIFIC PERFORMANCE OF CERTAIN COVENANTS.
THE GRANTOR ACKNOWLEDGES AND AGREES THAT A BREACH OF ANY OF THE COVENANTS
CONTAINED IN SECTIONS 4.1.5, 4.1.6, 4.4, 5.2, OR 8.7 OR IN ARTICLE VII HEREOF
WILL CAUSE IRREPARABLE INJURY TO THE SECURED PARTY, THAT THE SECURED PARTY HAS
NO ADEQUATE REMEDY AT LAW IN RESPECT OF SUCH BREACHES AND THEREFORE AGREES,
WITHOUT LIMITING THE RIGHT OF THE SECURED PARTY TO SEEK AND OBTAIN SPECIFIC
PERFORMANCE OF OTHER OBLIGATIONS OF THE GRANTOR CONTAINED IN THIS SECURITY
AGREEMENT, THAT THE COVENANTS OF THE GRANTOR CONTAINED IN THE SECTIONS REFERRED
TO IN THIS SECTION 8.5 SHALL BE SPECIFICALLY ENFORCEABLE AGAINST THE GRANTOR.
8.6.
USE AND POSSESSION OF CERTAIN PREMISES.
SUBJECT TO THE RIGHTS OF LESSORS, MORTGAGEES OR OTHER THIRD PARTIES, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE SECURED PARTY
SHALL BE ENTITLED TO OCCUPY AND USE ANY PREMISES OWNED OR LEASED BY THE GRANTOR
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 THE GRANTOR FOR
SUCH USE AND OCCUPANCY.
8.7.
DISPOSITIONS NOT AUTHORIZED.
THE GRANTOR IS
NOT AUTHORIZED TO SELL OR OTHERWISE DISPOSE OF THE COLLATERAL EXCEPT AS SET
FORTH IN SECTION 4.1.5 HEREOF AND NOTWITHSTANDING ANY COURSE OF DEALING BETWEEN
THE GRANTOR AND THE SECURED PARTY OR OTHER CONDUCT OF THE SECURED PARTY, NO