PRIVATE SALE FROM TIME TO TIME BY
ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT
FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED.
(B)
ANY CASH HELD BY OR ON BEHALF OF THE COLLATERAL AGENT AND ALL CASH
PROCEEDS RECEIVED BY OR ON BEHALF OF THE COLLATERAL AGENT IN RESPECT OF ANY SALE
OF, COLLECTION FROM, OR OTHER
REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL MAY, IN THE DISCRETION OF THE
COLLATERAL AGENT, BE HELD BY THE COLLATERAL AGENT AS COLLATERAL FOR, OR AT ANY
TIME THEREAFTER APPLIED (AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO THE COLLATERAL
AGENT PURSUANT TO SECTION 21) IN WHOLE OR IN PART BY THE COLLATERAL AGENT FOR
THE RATABLE BENEFIT OF THE SECURED PARTIES AGAINST, ALL OR ANY PART OF THE
SECURED OBLIGATIONS, AS SET FORTH IN SECTION 8.03 OF THE CREDIT AGREEMENT.
(C)
[INTENTIONALLY OMITTED].
(D)
THE COLLATERAL 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)
THE COLLATERAL AGENT MAY SEND TO EACH BANK PARTY TO ANY DEPOSIT
ACCOUNT CONTROL AGREEMENT A "NOTICE OF EXCLUSIVE CONTROL" (OR SIMILAR TERM) AS
DEFINED IN AND UNDER SUCH AGREEMENT.
(F)
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 COLLATERAL 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.
(G)
IF THE COLLATERAL AGENT SHALL DETERMINE TO EXERCISE ITS RIGHT TO
SELL ALL OR ANY OF THE SECURITY COLLATERAL OF ANY GRANTOR PURSUANT TO THIS
SECTION 20, EACH GRANTOR AGREES THAT, UPON REQUEST OF THE COLLATERAL AGENT, SUCH
GRANTOR WILL, AT ITS OWN REASONABLE EXPENSE, DO OR CAUSE TO BE DONE ALL SUCH
OTHER COMMERCIALLY REASONABLE ACTS AND THINGS AS MAY BE REASONABLY NECESSARY TO
MAKE SUCH SALE OF SUCH SECURITY COLLATERAL OR ANY PART THEREOF VALID AND BINDING
AND IN COMPLIANCE WITH APPLICABLE LAW.
(H)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE
EXERCISE OF REMEDIES BY THE COLLATERAL AGENT UNDER THIS AGREEMENT UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT SHALL BE SUBJECT TO
SECTION 8.02 OF THE CREDIT AGREEMENT.
SECTION 21. Indemnity and Expenses. (a)
Each Grantor agrees to indemnify,
defend and save and hold harmless each Secured Party and each Representative
Party (as defined below) of any