ENFORCEABILITY MAY BE LIMITED BY (A) APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND (B) GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW). TO THE KNOWLEDGE OF THE DEBTOR, EACH PLEDGED
INVESTMENT CONSTITUTES THE LEGALLY VALID AND BINDING OBLIGATION OF THE PARTY
OBLIGATED TO PAY THE SAME.
5.1.6
THE DEBTOR IS DERIVING SUBSTANTIAL DIRECT AND
INDIRECT BENEFITS FROM THE ISSUANCE OF THE LETTERS OF CREDIT FOR ITS ACCOUNT
UNDER THE LETTER OF CREDIT AGREEMENT AND HAS RECEIVED GOOD AND ADEQUATE
CONSIDERATION FOR THE PLEDGE OF THE COLLATERAL EFFECTED UNDER THIS AGREEMENT.
6.
FURTHER ASSURANCES: SUPPLEMENTS
6.1
THE DEBTOR AGREES THAT AT ANY TIME AND FROM TIME TO
TIME, AT ITS EXPENSE, IT WILL PROMPTLY EXECUTE AND DELIVER ALL FURTHER
INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER ACTION THAT MAY BE REASONABLY
NECESSARY OR DESIRABLE, OR THAT THE SECURITY AGENT MAY REQUEST, TO PERFECT AND
PROTECT THE PLEDGES AND SECURITY INTERESTS GRANTED OR PURPORTED TO BE GRANTED
HEREBY OR TO ENABLE THE SECURITY AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND
REMEDIES HEREUNDER WITH RESPECT TO ANY COLLATERAL. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE DEBTOR WILL (A) IF ANY COLLATERAL SHALL BE
EVIDENCED BY A PROMISSORY NOTE OR OTHER INSTRUMENT, OR IF ANY OF THE COLLATERAL
SHALL CONSTITUTE CHATTEL PAPER, DELIVER TO THE SECURITY AGENT (OR TO THE
CUSTODIAN TO HOLD ON BEHALF OF THE SECURITY AGENT FOR THE BENEFIT OF THE
SECURITY AGENT AND THE SECURED PARTIES) SUCH NOTE, INSTRUMENT AND ALL ORIGINAL
COUNTERPARTS OF CHATTEL PAPER DULY ENDORSED AND ACCOMPANIED BY DULY EXECUTED
INSTRUMENTS OF TRANSFER, ALL IN FORM SATISFACTORY TO THE SECURITY AGENT AND
(B) EXECUTE AND FILE SUCH FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS
THERETO, AND SUCH OTHER INSTRUMENTS OR NOTICES, AS MAY BE NECESSARY OR
DESIRABLE, OR THAT THE SECURITY AGENT MAY REASONABLY REQUEST, TO PROTECT AND
PRESERVE THE PLEDGES AND SECURITY INTERESTS GRANTED OR PURPORTED TO BE GRANTED
HEREBY.
6.2
THE DEBTOR HEREBY AUTHORIZES THE SECURITY AGENT TO
REGISTER THIS AGREEMENT OR THE SECURITY INTEREST GRANTED HEREUNDER WITH ANY
GOVERNMENTAL AUTHORITY OR REGULATORY BODY AND TO FILE ONE OR MORE FINANCING OR
CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATIVE TO ALL OR ANY PART OF
THE COLLATERAL. A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS AGREEMENT
OR ANY FINANCING STATEMENT COVERING THE COLLATERAL OR
B-11
ANY PART THEREOF SHALL BE SUFFICIENT AS A REGISTRATION OR FINANCING STATEMENT
WHERE PERMITTED BY LAW. THE SECURITY AGENT WILL PROMPTLY SEND THE DEBTOR ANY
REGISTRATIONS OR FINANCING OR CONTINUATION STATEMENTS THERETO WHICH IT FILES
WITHOUT THE SIGNATURE OF THE DEBTOR AND, EXCEPT IN THE CASE OF FILINGS OF COPIES
OF THIS AGREEMENT AS FINANCING STATEMENTS, THE SECURITY AGENT WILL PROMPTLY SEND
THE DEBTOR THE FILING OR RECORDATION INFORMATION WITH RESPECT THERETO.
6.3
THE DEBTOR WILL FURNISH TO THE SECURITY AGENT FROM
TIME TO TIME STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE
COLLATERAL AND SUCH OTHER REPORTS