THE ACCOUNT DEBTOR EVIDENCING INDEBTEDNESS UNPAID AND OWED BY THE
RESPECTIVE ACCOUNT DEBTOR ARISING OUT OF THE PERFORMANCE OF LABOR OR SERVICES OR
THE SALE OR LEASE AND DELIVERY OF THE MERCHANDISE LISTED THEREIN, OR BOTH; (II)
WILL BE THE ONLY ORIGINAL WRITINGS EVIDENCING AND EMBODYING SUCH OBLIGATION OF
THE ACCOUNT DEBTOR NAMED THEREIN (OTHER THAN COPIES CREATED FOR GENERAL
ACCOUNTING PURPOSES); (III) WILL, TO THE BEST OF SUCH ASSIGNOR'S KNOWLEDGE,
EVIDENCE TRUE AND VALID OBLIGATIONS, ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS; AND (IV) WILL BE IN COMPLIANCE AND WILL CONFORM IN ALL
MATERIAL RESPECTS WITH ALL REQUIREMENTS OF LAW.
SECTION 3.2.
MAINTENANCE OF RECORDS.
EACH ASSIGNOR WILL KEEP AND
MAINTAIN AT ITS OWN COST AND EXPENSE SATISFACTORY AND COMPLETE RECORDS OF ITS
RECEIVABLES AND CONTRACTS (OTHER THAN CONTRACTS THAT DO NOT CONSTITUTE
COLLATERAL), INCLUDING, BUT NOT LIMITED TO, THE ORIGINALS (WHERE AVAILABLE) OF
ALL DOCUMENTATION (INCLUDING EACH CONTRACT, OTHER THAN CONTRACTS THAT DO NOT
CONSTITUTE COLLATERAL) WITH RESPECT THERETO, RECORDS OF ALL PAYMENTS RECEIVED,
ALL CREDITS GRANTED THEREON, ALL MERCHANDISE RETURNED AND ALL OTHER DEALINGS
THEREWITH, AND THAT SUCH ASSIGNOR WILL MAKE THE SAME AVAILABLE ON SUCH
ASSIGNOR'S PREMISES TO THE COLLATERAL AGENT FOR INSPECTION, AT SUCH ASSIGNOR'S
OWN COST AND EXPENSE, AT ANY AND ALL REASONABLE TIMES UPON DEMAND.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND AT THE REQUEST
OF THE COLLATERAL AGENT, EACH ASSIGNOR SHALL, AT ITS OWN COST AND EXPENSE,
DELIVER ALL TANGIBLE EVIDENCE OF ITS RECEIVABLES AND CONTRACT RIGHTS (INCLUDING,
WITHOUT LIMITATION, ALL DOCUMENTS EVIDENCING THE RECEIVABLES AND ALL CONTRACTS,
OTHER THAN CONTRACTS THAT DO NOT CONSTITUTE COLLATERAL) AND SUCH BOOKS AND
RECORDS TO THE COLLATERAL AGENT OR TO ITS REPRESENTATIVES (COPIES OF WHICH
EVIDENCE AND BOOKS AND RECORDS MAY BE RETAINED BY SUCH ASSIGNOR).
UPON THE
COLLATERAL AGENT'S REASONABLE REQUEST, EACH ASSIGNOR SHALL LEGEND, IN FORM AND
MANNER REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, THE RECEIVABLES AND THE
CONTRACTS, AS WELL AS BOOKS, RECORDS AND DOCUMENTS OF SUCH ASSIGNOR EVIDENCING
OR PERTAINING TO RECEIVABLES AND CONTRACTS WITH AN APPROPRIATE REFERENCE TO THE
FACT THAT SUCH RECEIVABLES AND CONTRACTS HAVE BEEN ASSIGNED TO THE COLLATERAL
AGENT AND THAT THE COLLATERAL AGENT HAS SECURITY INTERESTS THEREIN.
SECTION 3.3.
DISPOSITION OR COLLECTION OF RECEIVABLES.
NO ASSIGNOR
SHALL SELL ANY MATERIAL RECEIVABLE OR CONTRACT, OR INTEREST THEREIN, OWNED BY IT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, EXCEPT AS PERMITTED
BY SECTION 8.6 OF THE CREDIT AGREEMENT.
EACH ASSIGNOR WILL DULY FULFILL ALL
OBLIGATIONS ON ITS PART TO BE FULFILLED UNDER OR IN CONNECTION WITH ITS
RECEIVABLES AND CONTRACTS AND NO ASSIGNOR WILL DO ANYTHING TO IMPAIR THE RIGHTS
OF THE COLLATERAL AGENT IN THE RECEIVABLES OR CONTRACTS.
SECTION 3.4.
INSTRUMENTS.
IF ANY ASSIGNOR OWNS OR ACQUIRES ANY
INSTRUMENT CONSTITUTING COLLATERAL, SUCH ASSIGNOR WILL WITHIN TEN (10) DAYS
NOTIFY THE COLLATERAL AGENT THEREOF, AND UPON REQUEST BY THE COLLATERAL AGENT
WILL PROMPTLY DELIVER SUCH INSTRUMENT TO THE REVOLVING CREDIT AGREEMENT
COLLATERAL AGENT (OR, IF THE REVOLVING CREDIT AGREEMENT OBLIGATIONS