OF ITS
BUSINESS.
II.
IN NO EVENT SHALL ANY GRANTOR, EITHER
ITSELF OR THROUGH ANY AGENT, EMPLOYEE, LICENSEE OR DESIGNEE, FILE AN APPLICATION
FOR THE REGISTRATION OF ANY PATENT, TRADEMARK OR COPYRIGHT WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE OR ANY
SIMILAR OFFICE OR AGENCY WITHOUT GIVING AGENT PRIOR WRITTEN NOTICE THEREOF, AND,
UPON REQUEST OF AGENT, SUCH GRANTOR SHALL EXECUTE AND DELIVER ANY AND ALL PATENT
SECURITY 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.
EACH 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 SUCH GRANTOR SHALL REASONABLY 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, EACH GRANTOR SHALL, UNLESS SUCH GRANTOR SHALL
REASONABLY DETERMINE THAT SUCH PATENT, TRADEMARK OR COPYRIGHT COLLATERAL IS NOT
MATERIAL TO THE CONDUCT OF ITS BUSINESS OR OPERATIONS, PROMPTLY TAKE ACTION TO
PROTECT SUCH PATENT, TRADEMARK OR COPYRIGHT COLLATERAL (INCLUDING, BUT NOT
LIMITED TO, SUING 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 REASONABLY 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, THE GRANTORS 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
ANY 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 ANY GRANTOR, EXCEPT IN THE CASE OF 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
14
INDEMNIFICATION WITHIN TEN (10) BUSINESS DAYS FOLLOWING SUCH INDEMNITEE'S
RECEIPT OF NOTICE OF COMMENCEMENT OF ANY ACTION OR