SHALL BE IMMEDIATELY DELIVERED TO THE SECURED PARTY, DULY ENDORSED IN A
MANNER SATISFACTORY TO THE SECURED PARTY TO BE HELD AS COLLATERAL PURSUANT TO
THIS SECURITY AGREEMENT.
(B)
INDEMNIFICATION.
THE DEBTOR AGREES TO PAY,
AND TO SAVE THE SECURED PARTY HARMLESS FROM, ANY AND ALL LIABILITIES, REASONABLE
COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND
EXPENSES) (I) WITH RESPECT TO, OR RESULTING FROM, ANY DELAY IN PAYING, ANY AND
ALL EXCISE, SALES OR OTHER TAXES WHICH MAY BE PAYABLE OR DETERMINED TO BE
PAYABLE WITH RESPECT TO ANY OF THE COLLATERAL, (II) WITH RESPECT TO, OR
RESULTING FROM, ANY DELAY NOT CAUSED BY THE SECURED PARTY IN COMPLYING WITH ANY
REQUIREMENT OF LAW, RULE, REGULATION OR GUIDELINE OF ANY GOVERNMENTAL AUTHORITY
(COLLECTIVELY, A "REQUIREMENT OF LAW") APPLICABLE TO ANY OF THE COLLATERAL OR
(III) IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS SECURITY
AGREEMENT.
IN ANY SUIT, PROCEEDING OR ACTION BROUGHT BY THE SECURED PARTY UNDER
ANY ACCOUNT OR CONTRACT FOR ANY SUM OWING THEREUNDER, OR TO ENFORCE ANY
PROVISIONS OF ANY ACCOUNT OR CONTRACT, THE DEBTOR WILL SAVE, INDEMNIFY AND KEEP
THE SECURED PARTY HARMLESS FROM AND AGAINST ALL EXPENSE, LOSS OR DAMAGE SUFFERED
BY REASON OF ANY DEFENSE, SETOFF, COUNTERCLAIM, RECOUPMENT OR REDUCTION OR
LIABILITY WHATSOEVER OF THE ACCOUNT DEBTOR OR OBLIGOR THEREUNDER, ARISING OUT OF
A BREACH BY THE DEBTOR 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 THE DEBTOR.
(C)
MAINTENANCE OF RECORDS.
THE DEBTOR 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.
THE DEBTOR WILL
MARK ITS BOOKS AND RECORDS PERTAINING TO THE COLLATERAL TO EVIDENCE THIS
SECURITY
7
AGREEMENT AND THE SECURITY INTERESTS GRANTED HEREBY.
FOR THE SECURED PARTY'S
FURTHER SECURITY, THE SECURED PARTY SHALL HAVE A SECURITY INTEREST IN ALL OF THE
DEBTOR'S BOOKS AND RECORDS PERTAINING TO THE COLLATERAL, AND THE DEBTOR SHALL
TURN OVER ANY SUCH BOOKS AND RECORDS TO THE SECURED PARTY OR TO ITS
REPRESENTATIVES DURING NORMAL BUSINESS HOURS AT THE REQUEST OF THE SECURED
PARTY.
(D)
RIGHT OF INSPECTION.
PERMIT REPRESENTATIVES
OF THE SECURED PARTY FROM TIME TO TIME, AS OFTEN AS MAY BE REASONABLY REQUESTED,
BUT ONLY DURING NORMAL BUSINESS HOURS, TO VISIT AND INSPECT THE ASSETS OF DEBTOR
AND EACH OF ITS SUBSIDIARIES, INSPECT, AUDIT AND MAKE EXTRACTS FROM ITS BOOKS
AND RECORDS, AND DISCUSS WITH ITS OFFICERS, ITS EMPLOYEES AND ITS INDEPENDENT
ACCOUNTANTS, DEBTOR'S AND EACH OF ITS SUBSIDIARIES' BUSINESS, ASSETS,
LIABILITIES, FINANCIAL CONDITION, BUSINESS PROSPECTS AND RESULTS OF OPERATIONS;
PROVIDED THAT ABSENT THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT, SUCH
INSPECTIONS SHALL BE LIMITED TO THREE TIMES DURING EACH YEAR OF TERMS OF THIS
AGREEMENT.
(E)
COMPLIANCE WITH LAWS, ETC.
THE DEBTOR WILL
COMPLY