SHALL
DEFEND SUCH SECURITY INTEREST AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS
WHOMSOEVER.
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE
SECURED PARTY, AND AT THE SOLE EXPENSE OF THE GRANTORS, EACH GRANTOR WILL
PROMPTLY AND DULY EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND
TAKE SUCH FURTHER ACTION AS THE SECURED PARTY MAY REASONABLY REQUEST FOR THE
PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS AGREEMENT AND OF
THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING, WITHOUT LIMITATION, (I) THE
FILING OF ANY FINANCING OR CONTINUATION STATEMENTS UNDER THE UNIFORM COMMERCIAL
CODE IN EFFECT IN ANY JURISDICTION WITH RESPECT TO THE LIENS CREATED HEREBY AND
(II) IN THE CASE OF INVESTMENT PROPERTY, DEPOSIT ACCOUNTS AND ANY OTHER RELEVANT
COLLATERAL, TAKING ANY ACTIONS (INCLUDING, WITHOUT LIMITATION, ENTERING INTO,
AND USING ITS BEST EFFORTS TO CAUSE ANY RELEVANT THIRD PARTY TO ENTER INTO, ONE
OR MORE CONTROL AGREEMENTS) NECESSARY TO ENABLE THE SECURED PARTY TO OBTAIN
"CONTROL" (WITHIN THE MEANING OF THE APPLICABLE UNIFORM COMMERCIAL CODE) WITH
RESPECT THERETO.
EACH GRANTOR ALSO HEREBY AUTHORIZES THE SECURED PARTY TO FILE
ANY SUCH FINANCING OR CONTINUATION STATEMENT WITHOUT THE SIGNATURE OF THE
GRANTORS TO THE EXTENT PERMITTED BY APPLICABLE LAW.
ANY SUCH FINANCING
STATEMENT MAY, AT THE OPTION OF THE SECURED PARTY, DESCRIBE THE PROPERTY COVERED
THEREBY AND "ALL ASSETS" OR "ALL PERSONAL PROPERTY" OF SUCH GRANTOR, OR MAY USE
A SIMILAR DESCRIPTION.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS
AGREEMENT SHALL BE SUFFICIENT AS A FINANCING STATEMENT FOR FILING IN ANY
JURISDICTION.
IF ANY AMOUNT PAYABLE UNDER OR IN CONNECTION WITH ANY OF THE
COLLATERAL SHALL BE OR BECOME EVIDENCED BY ANY INSTRUMENT, CHATTEL PAPER OR
CERTIFIED SECURITY, SUCH INSTRUMENT, CHATTEL PAPER OR CERTIFIED SECURITY
7
SHALL BE IMMEDIATELY DELIVERED TO THE LENDER, DULY ENDORSED IN A MANNER
SATISFACTORY TO THE LENDER, TO BE HELD AS COLLATERAL PURSUANT TO THIS AGREEMENT.
(B)
INDEMNIFICATION.
EACH GRANTOR AGREES, JOINTLY AND SEVERALLY, TO
PAY, AND TO SAVE THE SECURED PARTY HARMLESS FROM, ANY AND ALL LIABILITIES, COSTS
AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND EXPENSES
ACTUALLY INCURRED) (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 IN COMPLYING WITH ANY REQUIREMENT OF LAW APPLICABLE TO
ANY OF THE COLLATERAL OR (III) IN CONNECTION WITH ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
IN ANY SUIT, PROCEEDING OR ACTION BROUGHT BY
THE SECURED PARTY UNDER ANY RECEIVABLE FOR ANY SUM OWING THEREUNDER, OR TO
ENFORCE ANY PROVISIONS OF ANY RECEIVABLE, EACH GRANTOR 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 ANY GRANTOR