IN CONNECTION WITH THE COLLATERAL AS THE
SECURITY AGENT MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL.
6.4
THE DEBTOR AGREES THAT IT WILL NOT CREATE OR PERMIT
TO EXIST ANY LIEN, SECURITY INTEREST OR OTHER CHARGE OR ENCUMBRANCE UPON OR WITH
RESPECT TO ANY OF THE COLLATERAL EXCEPT IN FAVOR OF THE SECURITY AGENT (FOR THE
BENEFIT OF THE SECURED PARTIES) HEREUNDER OR THE CUSTODIAN.
7.
ADDITIONAL COVENANTS
7.1
THE DEBTOR'S ORGANIZATION AND EXISTENCE IN THE
JURISDICTION SHALL NOT BE CHANGED FROM THOSE SPECIFIED IN SUB-CLAUSE 5.1.1 OF
CLAUSE 5 (REPRESENTATIONS AND WARRANTIES) AND THE DEBTOR SHALL NOT BE
REINCORPORATED OR OTHERWISE REORGANIZED IN ANY OTHER JURISDICTION WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SECURITY AGENT. THE DEBTOR SHALL, FROM THE DATE ON
WHICH EACH PLEDGED INVESTMENT WAS PURCHASED, MAINTAIN (A) COMPLETE RECORDS OF
EACH PLEDGED INVESTMENT, INCLUDING RECORDS OF ALL PAYMENTS RECEIVED, INTEREST OR
FEES ACCRUING OR CREDITS GRANTED AND (B) ALL DOCUMENTATION RELATING THERETO. IN
CONNECTION THEREWITH, THE SECURITY AGENT MAY (SUBJECT TO THE CONFIDENTIALITY
RESTRICTIONS CONTAINED IN ANY AGREEMENT) INSTITUTE PROCEDURES TO PERMIT IT TO
CONFIRM THE BALANCES OWING IN RESPECT OF ANY PLEDGED INVESTMENT. THE DEBTOR
AGREES TO RENDER TO THE SECURITY AGENT SUCH CLERICAL AND OTHER ASSISTANCE AS MAY
BE REASONABLY REQUESTED WITH REGARD TO THE FOREGOING. IF AN EVENT OF DEFAULT
UNDER THE LETTER OF CREDIT AGREEMENT SHALL HAVE OCCURRED AND BE CONTINUING,
PROMPTLY UPON REQUEST THEREFOR, THE DEBTOR SHALL (SUBJECT TO THE CONFIDENTIALITY
RESTRICTIONS CONTAINED IN ANY AGREEMENT) DELIVER TO THE SECURITY AGENT COMPLETE
AND CORRECT COPIES OF ALL DOCUMENTATION RELATING TO THE PLEDGED INVESTMENTS.
7.2
THE DEBTOR SHALL DULY FULFILL IN ALL MATERIAL
RESPECTS ALL OBLIGATIONS ON ITS PART TO BE FULFILLED UNDER OR IN CONNECTION WITH
THE PLEDGED INVESTMENTS AND SHALL DO NOTHING TO IMPAIR IN ANY MATERIAL RESPECT
THE RIGHTS OF THE SECURITY AGENT OR THE SECURED PARTIES THEREIN.
7.3
FOLLOWING AN EVENT OF DEFAULT UNDER THE LETTER OF
CREDIT AGREEMENT (SUBJECT TO CLAUSE 11 (REMEDIES UPON DEFAULT; APPLICATION OF
COLLATERAL)), ANY PROCEEDS OF COLLATERAL WHEN FIRST RECEIVED BY OR ON BEHALF OF
THE DEBTOR SHALL BE DEPOSITED BY OR ON BEHALF OF THE DEBTOR IN THE FORM SO
RECEIVED IN THE CUSTODIAL ACCOUNT, AND UNTIL SO DEPOSITED SHALL BE HELD IN TRUST
FOR AND AS THE SECURITY AGENT'S AND SECURED PARTIES' PROPERTY AND SHALL NOT BE
COMMINGLED WITH THE DEBTOR'S OR ANY OTHER PERSON'S OTHER FUNDS OR PROPERTIES.
B-12
7.4
THE DEBTOR, AT ITS OWN COST AND EXPENSE, WILL, AND
WILL CAUSE THE CUSTODIAN TO, MAINTAIN SATISFACTORY AND COMPLETE RECORDS OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, A RECORD OF ALL PAYMENTS RECEIVED
WITH RESPECT TO THE COLLATERAL AND ALL OTHER DEALINGS WITH THE COLLATERAL. UPON
THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT UNDER THE
LETTER OF CREDIT AGREEMENT, THE DEBTOR WILL (SUBJECT TO THE CONFIDENTIALITY
RESTRICTIONS CONTAINED IN ANY AGREEMENT AND ANY APPLICABLE LAW) DELIVER AND TURN
OVER TO THE SECURITY AGENT OR TO ITS REPRESENTATIVES, OR AT THE OPTION OF THE
SECURITY AGENT