Borrower Uses in Defense of TM Collateral, Etc Clause

Defense of TM Collateral, Etc from Trademark Security Agreement

This TRADEMARK SECURITY AGREEMENT AND LICENSE (hereinafter referred to as the Agreement) is made as of August 2, 2007 by MICROFINANCIAL INCORPORATED, a Massachusetts corporation (the Obligor), in favor of SOVEREIGN BANK, in its capacity as Agent (in such capacity, the Agent) for the Lenders under the Credit Agreement dated as of the date hereof among TimePayment Corp., a Delaware corporation (the Borrower), the Agent and the Lenders named therein (the Credit Agreement). Unless otherwise defined herein, the terms defined in the Credit Agreement are used herein as defined in the Credit Agreement

Defense of TM Collateral, Etc. The Borrower agrees that it will at its expense, at the Agents request, defend the TM Collateral from any and all claims and demands of any other Person; provided, however, nothing herein shall prevent the Borrower in the exercise of its reasonable business judgment from determining that it is in the best interest of the Borrower to abandon any item of TM Collateral or to refrain from defending any item of TM Collateral against such claims or demands (the foregoing prerogative of the Borrower being sometimes referred to herein as the Business Judgment Exception). The Borrower hereby agrees to pay, indemnify, and hold the Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of disbursements or any kind or nature whatsoever with respect to the TM Collateral, including, without limitation, claims of trademark infringement to the extent such claims arise prior to the Agents exercising a right of control over the TM Collateral pursuant hereto, provided that the Borrower shall have no obligation hereunder with respect to such indemnification arising from the Agents gross negligence or willful misconduct.

Defense of TM Collateral, Etc from Trademark Security Agreement

This TRADEMARK SECURITY AGREEMENT AND LICENSE (hereinafter referred to as the Agreement) is made as of August 2, 2007 by TIMEPAYMENT CORP., a Delaware corporation (the Borrower), in favor of SOVEREIGN BANK, in its capacity as agent for and representative of (in such capacity, the Agent) the financial institutions (Lenders) party to the Credit Agreement (as hereinafter defined).

Defense of TM Collateral, Etc. The Borrower agrees that it will at its expense, at the Agents request, defend the TM Collateral from any and all claims and demands of any other Person; provided, however, nothing herein shall prevent the Borrower in the exercise of its reasonable business judgment from determining that it is in the best interest of the Borrower to abandon any item of TM Collateral or to refrain from defending any item of TM Collateral against such claims or demands (the foregoing prerogative of the Borrower being sometimes referred to herein as the Business Judgment Exception). The Borrower hereby agrees to pay, indemnify, and hold the Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of disbursements or any kind or nature whatsoever with respect to the TM Collateral, including, without limitation, claims of trademark infringement to the extent such claims arise prior to the Agents exercising a right of control over the TM Collateral pursuant hereto, provided that the Borrower shall have no obligation hereunder with respect to such indemnification arising from the Agents gross negligence or willful misconduct.

Defense of TM Collateral, Etc from Trademark Security Agreement

This TRADEMARK SECURITY AGREEMENT AND LICENSE (hereinafter referred to as the Agreement) is made as of August 2, 2007 by LEASECOMM CORPORATION, a Massachusetts corporation (the Obligor), in favor of SOVEREIGN BANK, in its capacity as agent for and representative of (in such capacity, the Agent) the Lenders under the Credit Agreement dated as of the date hereof among TimePayment Corp., a Delaware corporation (the Borrower) the Agent and the Lenders named therein (the Credit Agreement). Unless otherwise defined herein, the terms defined in the Credit Agreement are used herein as defined in the Credit Agreement

Defense of TM Collateral, Etc. The Borrower agrees that it will at its expense, at the Agents request, defend the TM Collateral from any and all claims and demands of any other Person; provided, however, nothing herein shall prevent the Borrower in the exercise of its reasonable business judgment from determining that it is in the best interest of the Borrower to abandon any item of TM Collateral or to refrain from defending any item of TM Collateral against such claims or demands (the foregoing prerogative of the Borrower being sometimes referred to herein as the Business Judgment Exception). The Borrower hereby agrees to pay, indemnify, and hold the Agent harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of disbursements or any kind or nature whatsoever with respect to the TM Collateral, including, without limitation, claims of trademark infringement to the extent such claims arise prior to the Agents exercising a right of control over the TM Collateral pursuant hereto, provided that the Borrower shall have no obligation hereunder with respect to such indemnification arising from the Agents gross negligence or willful misconduct.