SUCH SURPLUS.
(C)
ALL PAYMENTS RECEIVED BY ANY GRANTOR UNDER OR IN CONNECTION
WITH ANY ASSIGNED AGREEMENT OR OTHERWISE IN RESPECT OF THE COLLATERAL SHALL BE
RECEIVED IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT, SHALL BE SEGREGATED
FROM OTHER FUNDS OF SUCH GRANTOR AND SHALL BE FORTHWITH PAID OVER TO THE
COLLATERAL AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY
INDORSEMENT).
(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)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, THE COLLATERAL AGENT MAY SEND TO EACH BANK, SECURITIES INTERMEDIARY OR
ISSUER PARTY TO ANY ACCOUNT CONTROL AGREEMENT A "NOTICE OF EXCLUSIVE CONTROL"
(OR SIMILAR NOTICE) AS DEFINED IN AND UNDER SUCH AGREEMENT.
(F)
IN THE EVENT OF ANY SALE OR OTHER DISPOSITION OF ANY OF THE
INTELLECTUAL PROPERTY COLLATERAL (IF ANY) 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.
16
SECTION 19.
INDEMNITY AND EXPENSES.
(A)
EACH GRANTOR AGREES TO INDEMNIFY, DEFEND AND SAVE AND HOLD
HARMLESS EACH SECURED PARTY AND EACH OF THEIR AFFILIATES AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS (EACH, AN "INDEMNIFIED
PARTY") FROM AND AGAINST, AND SHALL PAY ON DEMAND, ANY AND ALL CLAIMS, DAMAGES,
LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES
AND EXPENSES OF COUNSEL) THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST
ANY INDEMNIFIED PARTY (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), IN EACH
CASE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THIS SECURITY
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OF THIS SECURITY
AGREEMENT), EXCEPT TO THE EXTENT THAT SUCH INDEMNITY SHALL NOT, AS TO ANY
INDEMNIFIED PARTY, BE AVAILABLE TO THE EXTENT THAT SUCH INDEMNIFIED LIABILITIES
RESULTED FROM THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNIFIED PARTY OR SUCH INDEMNIFIED PARTY'S AFFILIATES OR THEIR RESPECTIVE
PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS.
(B)
EACH GRANTOR WILL WITHIN FIFTEEN (15) DAYS AFTER DEMAND
THEREFOR PAY TO THE COLLATERAL AGENT THE AMOUNT OF ANY AND ALL REASONABLE
EXPENSES, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES OF ITS
COUNSEL AND OF ANY EXPERTS AND AGENTS, THAT THE COLLATERAL AGENT MAY INCUR IN
CONNECTION WITH (I) THE ADMINISTRATION OF THIS SECURITY AGREEMENT, (II) THE
CUSTODY, PRESERVATION, USE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM OR