OF ANY OBLIGATION THEREUNDER OR ARISING OUT OF ANY
OTHER AGREEMENT, INDEBTEDNESS OR LIABILITY AT ANY TIME OWING TO OR IN FAVOR OF
SUCH ACCOUNT DEBTOR OR OBLIGOR OR ITS SUCCESSORS FROM ANY GRANTOR.
(C)
MAINTENANCE OF RECORDS.
EACH GRANTOR WILL KEEP AND MAINTAIN AT
ITS OWN COST AND EXPENSE SATISFACTORY AND COMPLETE RECORDS OF THE COLLATERAL,
INCLUDING, WITHOUT LIMITATION, A RECORD OF ALL PAYMENTS RECEIVED AND ALL CREDITS
GRANTED WITH RESPECT TO THE ACCOUNTS.
TO THE EXTENT REQUESTED BY THE SECURED
PARTY, EACH GRANTOR WILL MARK ITS BOOKS AND RECORDS PERTAINING TO THE COLLATERAL
TO EVIDENCE THIS AGREEMENT AND THE SECURITY INTERESTS GRANTED HEREBY.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL
TURN OVER ANY BOOKS AND RECORDS PERTAINING TO THE COLLATERAL TO THE SECURED
PARTY OR TO ITS REPRESENTATIVES DURING NORMAL BUSINESS HOURS AT THE REQUEST OF
THE SECURED PARTY.
(D)
RIGHT OF INSPECTION.
UPON REASONABLE NOTICE, THE SECURED PARTY
SHALL AT ALL TIMES HAVE FULL AND FREE ACCESS DURING NORMAL BUSINESS HOURS TO ALL
THE BOOKS, CORRESPONDENCE AND RECORDS OF EACH GRANTOR, AND THE SECURED PARTY OR
ITS RESPECTIVE REPRESENTATIVES MAY EXAMINE THE SAME, TAKE EXTRACTS THEREFROM AND
MAKE PHOTOCOPIES THEREOF (SUBJECT TOT EH TERMS OF SECTION 10.24 OF THE LOAN
AGREEMENT), AND EACH GRANTOR AGREES TO RENDER TO THE SECURED PARTY, AT THE
GRANTORS' COST AND EXPENSE, SUCH CLERICAL AND OTHER ASSISTANCE AS MAY BE
REASONABLY REQUESTED WITH REGARD THERETO.
THE SECURED PARTY AND ITS
REPRESENTATIVES SHALL, UPON REASONABLE NOTICE, ALSO HAVE THE RIGHT DURING NORMAL
BUSINESS HOURS TO ENTER INTO AND UPON ANY PREMISES WHERE ANY OF THE INVENTORY OR
EQUIPMENT IS LOCATED FOR THE PURPOSE OF INSPECTING THE SAME, OBSERVING ITS USE
OR OTHERWISE PROTECTING ITS INTERESTS THEREIN.
(E)
COMPLIANCE WITH LAWS, ETC.
EACH GRANTOR WILL COMPLY IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LAWS APPLICABLE TO THE COLLATERAL OR ANY
PART THEREOF OR TO THE OPERATION OF SUCH GRANTOR'S BUSINESS; PROVIDED, HOWEVER,
THAT EACH GRANTOR MAY CONTEST ANY APPLICABLE LAWS IN ANY REASONABLE MANNER WHICH
SHALL NOT, IN THE REASONABLE OPINION OF THE SECURED PARTY, ADVERSELY AFFECT THE
SECURED PARTY'S RIGHTS OR THE PRIORITY OF ITS LIENS ON THE COLLATERAL.
(F)
COMPLIANCE WITH TERMS OF CONTRACTS, ETC.
EACH GRANTOR WILL
PERFORM AND COMPLY IN ALL MATERIAL RESPECTS WITH ALL ITS OBLIGATIONS UNDER ALL
ITS CONTRACTUAL OBLIGATIONS RELATING TO THE COLLATERAL.
(G)
PAYMENT OF OBLIGATIONS.
EACH GRANTOR 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, AS WELL AS ALL
CLAIMS OF ANY KIND (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR LABOR, MATERIALS
AND SUPPLIES) AGAINST OR WITH RESPECT TO THE COLLATERAL, EXCEPT THAT NO SUCH
CHARGE NEED BE PAID IF (I) THE VALIDITY THEREOF IS BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS, (II) SUCH PROCEEDINGS DO NOT INVOLVE ANY MATERIAL
DANGER OF THE SALE, FORFEITURE OR LOSS OF ANY OF THE COLLATERAL OR ANY INTEREST
8
THEREIN AND (III)