TO PERMIT ANY ISSUER OF PLEDGED EQUITY TO ISSUE
ANY STOCK OR OTHER EQUITY SECURITIES OF ANY NATURE OR TO ISSUE ANY OTHER
SECURITIES CONVERTIBLE INTO OR GRANTING THE RIGHT TO PURCHASE OR EXCHANGE FOR
ANY STOCK OR OTHER EQUITY SECURITIES OF ANY NATURE OF ANY ISSUER OF PLEDGED
EQUITY OTHER THAN ISSUANCES, TRANSFERS AND GRANTS TO A LOAN PARTY.
(V)
SUCH LOAN PARTY SHALL NOT GRANT CONTROL OVER ANY INVESTMENT
PROPERTY TO ANY PERSON OTHER THAN THE ADMINISTRATIVE AGENT, EXCEPT TO THE EXTENT
PERMITTED PURSUANT TO THIS AGREEMENT.
(VI)
IN THE CASE OF EACH LOAN PARTY WHICH IS AN ISSUER OF PLEDGED
EQUITY, SUCH LOAN PARTY AGREES TO BE BOUND BY THE 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.
(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
102
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