AGREEMENTS, COPYRIGHT SECURITY AGREEMENTS OR TRADEMARK SECURITY
AGREEMENTS AS AGENT MAY REQUEST TO EVIDENCE AGENT'S LIEN ON SUCH PATENT,
TRADEMARK OR COPYRIGHT, AND THE GENERAL INTANGIBLES OF GRANTOR RELATING THERETO
OR REPRESENTED THEREBY.
III.
GRANTOR SHALL TAKE ALL ACTIONS NECESSARY
OR REASONABLY REQUESTED BY AGENT TO MAINTAIN AND PURSUE EACH APPLICATION, TO
OBTAIN THE RELEVANT REGISTRATION AND TO MAINTAIN THE REGISTRATION OF EACH OF THE
PATENTS, TRADEMARKS AND COPYRIGHTS (NOW OR HEREAFTER EXISTING), INCLUDING THE
FILING OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF
NONCONTESTABILITY AND OPPOSITION AND INTERFERENCE AND CANCELLATION PROCEEDINGS,
UNLESS THE GRANTOR SHALL DETERMINE THAT SUCH PATENT, TRADEMARK OR COPYRIGHT IS
NOT MATERIAL TO THE CONDUCT OF ITS BUSINESS.
IV.
IN THE EVENT THAT ANY OF THE PATENT,
TRADEMARK OR COPYRIGHT COLLATERAL IS INFRINGED UPON, OR MISAPPROPRIATED OR
DILUTED BY A THIRD PARTY, GRANTOR SHALL, UNLESS GRANTOR SHALL REASONABLY
DETERMINE THAT SUCH PATENT, TRADEMARK OR COPYRIGHT COLLATERAL IS NOT MATERIAL TO
THE CONDUCT OF ITS BUSINESS OR OPERATIONS, PROMPTLY SUE FOR INFRINGEMENT,
MISAPPROPRIATION OR DILUTION AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH
INFRINGEMENT, MISAPPROPRIATION OR DILUTION, AND SHALL TAKE SUCH OTHER ACTIONS AS
AGENT SHALL DEEM APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH PATENT,
TRADEMARK OR COPYRIGHT COLLATERAL.
(D)
INDEMNIFICATION.
IN ANY SUIT, PROCEEDING OR
ACTION BROUGHT BY AGENT OR ANY LENDER RELATING TO ANY COLLATERAL FOR ANY SUM
OWING WITH RESPECT THERETO OR TO ENFORCE ANY RIGHTS OR CLAIMS WITH RESPECT
THERETO, GRANTOR WILL SAVE, INDEMNIFY AND KEEP AGENT AND LENDERS HARMLESS FROM
AND AGAINST ALL EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES),
LOSS OR DAMAGE SUFFERED BY REASON OF ANY DEFENSE, SETOFF, COUNTERCLAIM,
RECOUPMENT OR REDUCTION OF LIABILITY WHATSOEVER OF THE ACCOUNT DEBTOR OR OTHER
PERSON OBLIGATED ON THE COLLATERAL, ARISING OUT OF A BREACH BY GRANTOR 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 GRANTOR, EXCEPT IN THE CASE OF
14
AGENT OR ANY LENDER, TO THE EXTENT SUCH EXPENSE, LOSS, OR DAMAGE IS ATTRIBUTABLE
SOLELY TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT OR SUCH LENDER AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION.
AN INDEMNITEE UNDER
THIS SECTION 5(D) SHALL ENDEAVOR TO NOTIFY THE BORROWER REPRESENTATIVE OF ANY
EVENT REQUIRING INDEMNIFICATION WITHIN TEN (10) BUSINESS DAYS FOLLOWING SUCH
INDEMNITEE'S RECEIPT OF NOTICE OF COMMENCEMENT OF ANY ACTION OR PROCEEDING, OR
SUCH INDEMNITEE'S OBTAINING KNOWLEDGE OF THE OCCURRENCE OF ANY EVENT, GIVING
RISE TO A CLAIM FOR INDEMNIFICATION HEREUNDER, PROVIDED THAT THE FAILURE TO GIVE
SUCH NOTICE SHALL NOT INVALIDATE OR OTHERWISE IMPAIR THE RIGHTS OF THE
INDEMNITEE TO INDEMNIFICATION UNDER THIS SECTION 5(D) OR RESULT IN ANY LIABILITY
OF SUCH INDEMNITEE, THE AGENT OR ANY LENDER TO ANY CREDIT PARTY OR ANY OTHER
PERSON.
ALL SUCH OBLIGATIONS OF GRANTOR SHALL BE AND REMAIN ENFORCEABLE AGAINST
AND ONLY AGAINST GRANTOR AND SHALL NOT BE ENFORCEABLE AGAINST AGENT OR ANY
LENDER.
(E)
COMPLIANCE WITH TERMS OF ACCOUNTS,