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, EACH 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
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 SUCH 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
13
AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION. ALL SUCH OBLIGATIONS
OF GRANTORS SHALL BE AND REMAIN ENFORCEABLE AGAINST AND ONLY AGAINST GRANTORS
AND SHALL NOT BE ENFORCEABLE AGAINST AGENT OR ANY LENDER.
(E)
COMPLIANCE WITH TERMS OF ACCOUNTS, ETC.
IN
ALL MATERIAL RESPECTS, EACH GRANTOR WILL PERFORM AND COMPLY WITH ALL OBLIGATIONS
IN RESPECT OF THE COLLATERAL AND ALL OTHER AGREEMENTS TO WHICH IT IS A PARTY OR
BY WHICH IT IS BOUND RELATING TO THE COLLATERAL.
(F)
LIMITATION ON LIENS ON COLLATERAL.
NO
GRANTOR WILL CREATE, PERMIT OR SUFFER TO EXIST, AND EACH GRANTOR WILL DEFEND THE
COLLATERAL AGAINST, AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO REMOVE, ANY
LIEN ON THE COLLATERAL EXCEPT PERMITTED ENCUMBRANCES, AND WILL DEFEND THE RIGHT,
TITLE AND INTEREST OF AGENT AND LENDERS IN AND TO ANY OF SUCH GRANTOR'S RIGHTS
UNDER THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
(G)
LIMITATIONS ON DISPOSITION.
NO GRANTOR WILL
SELL, LICENSE, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY OF THE COLLATERAL, OR
ATTEMPT OR CONTRACT TO DO SO EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT.
(H)
FURTHER IDENTIFICATION OF COLLATERAL.
GRANTORS WILL, IF SO REQUESTED BY AGENT, FURNISH TO AGENT, AS OFTEN AS AGENT
REQUESTS, STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE
COLLATERAL AND SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS AGENT MAY
REASONABLY REQUEST, ALL IN SUCH DETAIL AS AGENT MAY SPECIFY.
(I)
NOTICES.
GRANTORS WILL ADVISE AGENT
PROMPTLY, IN REASONABLE DETAIL, (I) OF ANY LIEN (OTHER THAN PERMITTED
ENCUMBRANCES) OR CLAIM MADE OR ASSERTED AGAINST ANY OF THE COLLATERAL, AND (II)
OF THE OCCURRENCE OF ANY OTHER EVENT WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT
ON THE AGGREGATE VALUE OF THE COLLATERAL OR ON THE LIENS CREATED HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT.
(J)
GOOD STANDING CERTIFICATES.
NOT LESS
FREQUENTLY THAN ONCE DURING EACH CALENDAR QUARTER, EACH GRANTOR SHALL, UNLESS
AGENT SHALL OTHERWISE CONSENT, PROVIDE TO AGENT A CERTIFICATE OF GOOD STANDING