claims for labor, materials and supplies) against
or with respect to the Collateral, except that no such charge need be paid if
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings, reserves in conformity with GAAP with respect thereto
have been provided on the books of such Pledgor (to the extent such reserves are
required by GAAP) and such proceedings could not reasonably be expected to
result in the sale, forfeiture or loss of any material portion of the Collateral
or any material interest therein.
5.5
Maintenance of Perfected Security Interest; Further Documentation.
(a)
Such Pledgor shall maintain the security interest created by this Agreement
as a perfected security interest having at least the priority described in
Section 4.3 and shall defend such security interest against the claims and
demands of all Persons whomsoever.
(B)
SUCH PLEDGOR WILL FURNISH TO THE COLLATERAL AGENT FROM TIME TO
TIME STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL
AND SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS THE COLLATERAL AGENT
MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL.
(C)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE
COLLATERAL AGENT, AND AT THE SOLE EXPENSE OF SUCH PLEDGOR, SUCH PLEDGOR WILL
PROMPTLY AND DULY EXECUTE AND DELIVER, AND, IF APPLICABLE, HAVE RECORDED, SUCH
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS THE
COLLATERAL AGENT MAY REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR
PRESERVING THE FULL BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS
HEREIN GRANTED, INCLUDING (I) THE FILING OF ANY FINANCING OR CONTINUATION
STATEMENTS UNDER THE UNIFORM COMMERCIAL CODE (OR OTHER SIMILAR LAWS) IN EFFECT
IN ANY JURISDICTION WITH RESPECT TO THE SECURITY INTERESTS CREATED HEREBY AND
(II) IN THE CASE OF INVESTMENT PROPERTY, DEPOSIT ACCOUNTS, LETTER-OF-CREDIT
RIGHTS AND ANY OTHER RELEVANT COLLATERAL, TAKING ANY ACTIONS NECESSARY TO ENABLE
THE COLLATERAL AGENT TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE
UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO.
5.6
Changes in Locations, Name, etc.
Such Pledgor will not, except
upon 30 days' prior written notice to the Collateral Agent and delivery to the
Collateral Agent of all additional financing statements and other documents
reasonably requested by the Collateral Agent to maintain the validity,
perfection and priority of the security interests provided for herein:
15
(I)
CHANGE ITS JURISDICTION OF ORGANIZATION OR, IN THE CASE OF ANY
PLEDGOR THAT IS NOT A REGISTERED ORGANIZATION (AS DEFINED IN THE NEW YORK UCC),
THE LOCATION OF ITS CHIEF EXECUTIVE OFFICE OR SOLE PLACE OF BUSINESS FROM THAT
REFERRED TO IN SECTION 4.4; OR
(II)
CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE.
5.7
Delivery of Instruments and Chattel Paper. All (i) Promissory
Notes issued by any Pledgor and held by another Pledgor and (ii) if any amount
payable under or in connection with any of the other Collateral shall be or
become evidenced by any Instrument (other than checks received in the ordinary
course of business) or Chattel Paper,