IN CONNECTION WITH ANY
ASSIGNED AGREEMENT OR OTHERWISE IN RESPECT OF THE COLLATERAL SHALL BE RECEIVED
IN TRUST FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT, SHALL BE SEGREGATED FROM
OTHER FUNDS OF SUCH GRANTOR AND SHALL BE FORTHWITH PAID OVER TO THE
ADMINISTRATIVE AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY
INDORSEMENT).
(D)
THE ADMINISTRATIVE AGENT MAY, WITHOUT NOTICE TO ANY GRANTOR EXCEPT AS
REQUIRED BY LAW AND AT ANY TIME OR FROM TIME TO TIME, CHARGE, SET-OFF AND
OTHERWISE APPLY ALL OR ANY PART OF THE SECURED OBLIGATIONS AGAINST ANY FUNDS
HELD WITH RESPECT TO THE ACCOUNT COLLATERAL OR IN ANY OTHER DEPOSIT ACCOUNT.
(E)
IN THE EVENT OF ANY SALE OR OTHER DISPOSITION OF ANY OF THE INTELLECTUAL
PROPERTY COLLATERAL OF ANY GRANTOR, THE GOODWILL SYMBOLIZED BY ANY TRADEMARKS
SUBJECT TO SUCH SALE OR OTHER DISPOSITION SHALL BE INCLUDED THEREIN, AND SUCH
GRANTOR SHALL SUPPLY TO THE ADMINISTRATIVE AGENT OR ITS DESIGNEE SUCH GRANTOR'S
KNOW-HOW AND EXPERTISE, AND DOCUMENTS AND THINGS RELATING TO ANY INTELLECTUAL
PROPERTY COLLATERAL SUBJECT TO SUCH SALE
OR OTHER DISPOSITION, AND SUCH GRANTOR'S CUSTOMER LISTS AND OTHER RECORDS AND
DOCUMENTS RELATING TO SUCH INTELLECTUAL PROPERTY COLLATERAL AND TO THE
MANUFACTURE, DISTRIBUTION, ADVERTISING AND SALE OF PRODUCTS AND SERVICES OF SUCH
GRANTOR.
(F)
THE ADMINISTRATIVE AGENT MAY, AT THE GRANTORS' EXPENSE, TAKE SUCH OTHER
ACTIONS AS MAY BE NECESSARY TO COLLECT ANY MONEYS DUE OR TO BECOME UNDER ANY
GOVERNMENT CONTRACT.
(G)
ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN THE EVENT
THAT THE ADMINISTRATIVE AGENT, ACTING AS AUTHORIZED PURSUANT TO THIS AGREEMENT
OR ANY OF THE LOAN DOCUMENTS, SEEKS TO EXERCISE ANY RIGHTS OR REMEDIES UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT THAT WILL REQUIRE IT TO HAVE ACCESS TO
COLLATERAL THAT CONSTITUTES INFORMATION DESIGNATED BY A GOVERNMENTAL PARTY AS
CLASSIFIED OR WHICH CANNOT BE HELD BY OR DISCLOSED TO THE ADMINISTRATIVE AGENT
UNDER APPLICABLE LAWS, RULES, REGULATIONS OR ORDERS RELATING TO NATIONAL
SECURITY ("CLASSIFIED INFORMATION"), (I) THE ADMINISTRATIVE AGENT MAY ONLY
EXERCISE SUCH RIGHTS OR REMEDIES TO THE EXTENT THAT IT CAN DISPOSE OF SUCH
CLASSIFIED INFORMATION TO ANY PERSON (AN "AUTHORIZED PERSON") THAT IS PERMITTED
TO HOLD AND HAVE ACCESS TO SUCH CLASSIFIED INFORMATION UNDER APPLICABLE LAWS,
RULES, REGULATIONS OR ORDERS RELATING TO NATIONAL SECURITY, AND (II) IF THE
ADMINISTRATIVE AGENT IS UNABLE TO OBTAIN A CLEARANCE OR OTHER GOVERNMENTAL
APPROVAL REQUIRED TO HAVE SUCH ACCESS OR TO DISPOSE OF SUCH CLASSIFIED
INFORMATION TO AN AUTHORIZED PERSON WITHIN A REASONABLE TIME AFTER SEEKING TO
EXERCISE ITS REMEDIES UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH GRANTOR
SHALL DISPOSE OF ALL CLASSIFIED INFORMATION IN COMPLIANCE WITH THE APPLICABLE
LAWS, RULES REGULATIONS AND ORDERS AND AS THE ADMINISTRATIVE AGENT MAY DIRECT,
WITH THE PROCEEDS OF SUCH DISPOSITION TO CONSTITUTE COLLATERAL HEREUNDER AND TO
BE PAYABLE DIRECTLY, TO THE EXTENT PERMITTED UNDER ANY SUCH APPLICABLE LAWS,
RULES, REGULATIONS AND ORDERS RELATING TO NATIONAL SECURITY, TO THE
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES.
Section 25.
Indemnity