TERMS OF THIS AGREEMENT
RELATING TO THE PLEDGED EQUITY ISSUED BY IT AND WILL COMPLY WITH SUCH TERMS
INSOFAR AS SUCH TERMS ARE APPLICABLE TO IT.
110
(B)
MAINTENANCE OF RECORDS.
SUCH LOAN PARTY WILL
KEEP AND MAINTAIN, AT ITS OWN COST AND EXPENSE, REASONABLY SATISFACTORY AND
COMPLETE RECORDS OF THE COLLATERAL, IN ALL MATERIAL RESPECTS, INCLUDING, WITHOUT
LIMITATION, A RECORD OF ALL PAYMENTS RECEIVED AND ALL CREDITS GRANTED WITH
RESPECT TO THE COLLATERAL AND ALL OTHER MATERIAL DEALINGS CONCERNING THE
COLLATERAL.
FOR THE ADMINISTRATIVE AGENT'S FURTHER SECURITY, EACH LOAN PARTY
AGREES THAT THE ADMINISTRATIVE AGENT SHALL HAVE A PROPERTY INTEREST IN ALL OF
SUCH LOAN PARTY'S BOOKS AND RECORDS PERTAINING TO THE COLLATERAL AND, UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, SUCH LOAN PARTY
SHALL DELIVER AND TURN OVER ANY SUCH BOOKS AND RECORDS TO THE ADMINISTRATIVE
AGENT OR TO ITS REPRESENTATIVES AT ANY TIME ON DEMAND OF THE ADMINISTRATIVE
AGENT.
(C)
INDEMNIFICATION WITH RESPECT TO COLLATERAL.
IN ANY SUIT, PROCEEDING OR ACTION BROUGHT BY THE ADMINISTRATIVE AGENT RELATING
TO ANY COLLATERAL FOR ANY SUM OWING THEREUNDER OR TO ENFORCE ANY PROVISION OF
ANY COLLATERAL, SUCH LOAN PARTY WILL SAVE, INDEMNIFY AND KEEP THE SECURED
PARTIES HARMLESS FROM AND AGAINST ALL REASONABLE AND DOCUMENTED OUT-OF-POCKET
EXPENSE, LOSS OR DAMAGE SUFFERED BY THE SECURED PARTIES BY REASON OF ANY
DEFENSE, SETOFF, COUNTERCLAIM, RECOUPMENT OR REDUCTION OF LIABILITY WHATSOEVER
OF THE OBLIGOR THEREUNDER, ARISING OUT OF A BREACH BY SUCH LOAN PARTY OF ANY
OBLIGATION THEREUNDER OR ARISING OUT OF ANY OTHER AGREEMENT, INDEBTEDNESS OR
LIABILITY AT ANY TIME OWING TO, OR IN FAVOR OF, SUCH OBLIGOR OR ITS SUCCESSORS
FROM SUCH LOAN PARTY, AND ALL SUCH OBLIGATIONS OF SUCH LOAN PARTY SHALL BE AND
REMAIN ENFORCEABLE AGAINST AND ONLY AGAINST SUCH LOAN PARTY AND SHALL NOT BE
ENFORCEABLE AGAINST THE ADMINISTRATIVE AGENT.
(D)
LIMITATION ON LIENS ON COLLATERAL.
SUCH LOAN
PARTY WILL NOT CREATE, PERMIT OR SUFFER TO EXIST, AND WILL DEFEND THE COLLATERAL
AGAINST AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO REMOVE, ANY LIEN ON THE
COLLATERAL EXCEPT LIENS PERMITTED UNDER SECTION 5.02(A) AND WILL DEFEND THE
RIGHT, TITLE AND INTEREST OF THE ADMINISTRATIVE AGENT IN AND TO ALL OF SUCH LOAN
PARTY'S RIGHTS UNDER THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL
PERSONS WHOMSOEVER OTHER THAN CLAIMS OR DEMANDS ARISING OUT OF LIENS PERMITTED
UNDER SECTION 5.02(A).
(E)
LIMITATIONS ON MODIFICATIONS OF ELIGIBLE
RECEIVABLE.
SUCH LOAN PARTY WILL NOT, WITHOUT THE ADMINISTRATIVE AGENT'S PRIOR
WRITTEN CONSENT, GRANT ANY EXTENSION OF THE TIME OF PAYMENT UNDER OR IN RESPECT
OF ANY OF THE ELIGIBLE RECEIVABLE OR RELATED CONTRACTS, COMPROMISE, COMPOUND OR
SETTLE THE SAME FOR LESS THAN THE FULL AMOUNT THEREOF, RELEASE, WHOLLY OR
PARTLY, ANY PERSON LIABLE FOR THE PAYMENT THEREOF, OR ALLOW ANY CREDIT OR
DISCOUNT WHATSOEVER THEREON OTHER THAN ANY OF THE FOREGOING WHICH ARE DONE IN
THE ORDINARY COURSE OF BUSINESS, CONSISTENT WITH PAST PRACTICES, AND TRADE
DISCOUNTS GRANTED IN THE ORDINARY COURSE OF BUSINESS OF