SHALL (SUBJECT TO THE CONFIDENTIALITY RESTRICTIONS CONTAINED IN
ANY AGREEMENT) PROVIDE THE SECURITY AGENT OR ITS REPRESENTATIVES WITH ACCESS TO,
AT ANY TIME ON DEMAND OF THE SECURITY AGENT, COPIES OF ALL THE DEBTOR'S BOOKS
AND RECORDS PERTAINING TO THE COLLATERAL INCLUDING, WITHOUT LIMITATION, ALL
CREDIT FILES AND COMPUTER SOFTWARE, PROGRAMS, TAPES OR DISKS RELATING TO PLEDGED
INVESTMENTS OR OTHERWISE NECESSARY TO THE COLLECTION THEREOF.
7.5
THE DEBTOR WILL COMPLY IN ALL MATERIAL RESPECTS WITH
ALL APPLICABLE STATUTES, RULES, AND REGULATIONS WITH RESPECT TO THE COLLATERAL
OR ANY PART THEREOF.
7.6
THE DEBTOR WILL PAY PROMPTLY WHEN DUE ALL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON THE COLLATERAL OR IN
RESPECT OF ITS INCOME OR PROFITS THEREFROM AND ALL CLAIMS OF ANY KIND
(INCLUDING, WITHOUT LIMITATION, CLAIMS FOR LABOR, MATERIALS AND SUPPLIES),
EXCEPT THAT NO SUCH AMOUNT NEED BE PAID IF (A) SUCH NON-PAYMENT DOES NOT INVOLVE
ANY DANGER OF THE SALE, FORFEITURE OR LOSS OF ANY OF THE COLLATERAL OR ANY
INTEREST THEREIN, (B) THE CHARGE OR LEVY IS BEING CONTESTED IN GOOD FAITH AND BY
PROPER PROCEEDINGS, AND (C) THE OBLIGATION TO PAY SUCH AMOUNT IS ADEQUATELY
RESERVED AGAINST IN ACCORDANCE WITH AND TO THE EXTENT REQUIRED BY GAAP.
7.7
THE DEBTOR WILL IN ALL MATERIAL RESPECTS PERFORM AND
OBSERVE ALL THE TERMS AND PROVISIONS OF THE DOCUMENTATION RELATING TO THE
PLEDGED INVESTMENTS TO BE PERFORMED OR OBSERVED BY IT, MAINTAIN THE
DOCUMENTATION RELATING TO THE PLEDGED INVESTMENTS IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH THEIR TERMS, AND TAKE ALL ACTION TO SUCH END AS MAY BE FROM TIME
REASONABLY REQUESTED BY THE SECURITY AGENT.
7.8
THE DEBTOR WILL ADVISE THE SECURITY AGENT PROMPTLY,
IN REASONABLE DETAIL, (A) OF ANY LIEN, SECURITY INTEREST, ENCUMBRANCE OR CLAIM
MADE OR ASSERTED AGAINST ANY OF THE COLLATERAL BY ANY PERSON, OTHER THAN THE
CUSTODIAN, AND (B) OF THE OCCURRENCE OF ANY EVENT WHICH WOULD HAVE A MATERIAL
ADVERSE EFFECT ON THE AGGREGATE VALUE OF THE COLLATERAL OR ON THE PLEDGES AND
SECURITY INTERESTS GRANTED HEREBY.
7.9
THE DEBTOR WILL NOT SELL, ASSIGN (BY OPERATION OF
LAW OR OTHERWISE), OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO,
ANY OF THE COLLATERAL, EXCEPT SALES NOT RESTRICTED BY THE TERMS OF THE LETTER OF
CREDIT AGREEMENT OR THIS AGREEMENT.
7.10
THE DEBTOR SHALL AT ALL TIMES RETAIN MELLON BANK, N.A.,
OR SUCH OTHER INSTITUTION OF SIMILAR REPUTATION AS REASONABLY APPROVED BY THE
SECURITY AGENT, AS THE CUSTODIAN PURSUANT TO THE CUSTODIAN AGREEMENT.
B-13
8.
SECURITY AGENT APPOINTED ATTORNEY-IN-FACT
The Debtor appoints the Security Agent its attorney-in-fact with full authority
in the place and stead of the Debtor and in the name of the Debtor or otherwise,
from time to time in the Security Agent's discretion, after an Event of Default
under the Letter of Credit Agreement has occurred and is continuing (but in all
instances subject to Clause 11 (Remedies upon Default; Application of
Collateral)), to take any action and to execute any instrument that the Security