AND RESPONSIBILITIES OF THE
COLLATERAL AGENT UNDER THIS AGREEMENT WITH RESPECT TO ANY ACTION TAKEN BY THE
COLLATERAL AGENT OR THE EXERCISE OR NON-EXERCISE BY THE COLLATERAL AGENT OF ANY
OPTION, VOTING RIGHT, REQUEST, JUDGMENT OR OTHER RIGHT OR REMEDY PROVIDED FOR
HEREIN OR RESULTING OR ARISING OUT OF THIS AGREEMENT OR ANY AMENDMENT,
SUPPLEMENT OR OTHER MODIFICATION OF THIS AGREEMENT SHALL, AS BETWEEN THE
COLLATERAL AGENT AND THE SECURED PARTIES, BE GOVERNED BY THE CREDIT AGREEMENT
AND BY SUCH OTHER AGREEMENTS WITH RESPECT THERETO AS MAY EXIST FROM TIME TO TIME
AMONG THEM, BUT, AS BETWEEN THE COLLATERAL AGENT AND THE GRANTING PARTIES, THE
COLLATERAL AGENT SHALL BE CONCLUSIVELY PRESUMED TO BE ACTING AS AGENT FOR THE
SECURED PARTIES WITH FULL AND VALID AUTHORITY SO TO ACT OR REFRAIN FROM ACTING,
AND NO GRANTING PARTY SHALL BE UNDER ANY OBLIGATION, OR ENTITLEMENT, TO MAKE ANY
INQUIRY RESPECTING SUCH AUTHORITY.
7.5
RIGHT OF INSPECTION.
UPON REASONABLE
WRITTEN ADVANCE NOTICE TO ANY GRANTOR AND AS OFTEN AS MAY REASONABLY BE DESIRED,
OR AT ANY TIME AND FROM TIME TO TIME AFTER THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, THE COLLATERAL AGENT SHALL HAVE REASONABLE
ACCESS DURING NORMAL BUSINESS HOURS TO ALL THE BOOKS, CORRESPONDENCE AND RECORDS
OF SUCH GRANTOR, AND THE COLLATERAL AGENT AND ITS REPRESENTATIVES MAY EXAMINE
THE SAME, AND TO THE EXTENT REASONABLE TAKE EXTRACTS THEREFROM AND MAKE
PHOTOCOPIES THEREOF, AND SUCH GRANTOR AGREES TO RENDER TO THE COLLATERAL AGENT,
AT SUCH GRANTOR'S REASONABLE COST AND EXPENSE, SUCH CLERICAL AND OTHER
ASSISTANCE AS MAY BE REASONABLY REQUESTED WITH REGARD THERETO.
THE COLLATERAL
AGENT AND ITS REPRESENTATIVES SHALL ALSO HAVE THE RIGHT, UPON REASONABLE ADVANCE
WRITTEN NOTICE TO SUCH GRANTOR SUBJECT TO ANY LEASE RESTRICTIONS, TO ENTER
DURING NORMAL BUSINESS HOURS INTO AND UPON ANY PREMISES OWNED, LEASED OR
OPERATED BY SUCH GRANTOR WHERE ANY OF SUCH GRANTOR'S INVENTORY OR EQUIPMENT IS
LOCATED FOR THE PURPOSE OF INSPECTING THE SAME, OBSERVING ITS USE OR OTHERWISE
PROTECTING ITS INTERESTS THEREIN.
SECTION 8
NON-LENDER SECURED PARTIES
8.1
RIGHTS TO COLLATERAL.
(A)
THE NON-LENDER SECURED PARTIES SHALL NOT
HAVE ANY RIGHT WHATSOEVER TO DO ANY OF THE FOLLOWING:
(I) EXERCISE ANY RIGHTS
OR REMEDIES WITH RESPECT TO THE COLLATERAL (SUCH TERM, AS USED IN THIS SECTION
8, HAVING THE MEANING ASSIGNED TO IT IN THE CREDIT AGREEMENT), INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO (A) ENFORCE ANY LIENS OR SELL OR OTHERWISE
FORECLOSE ON ANY PORTION OF THE COLLATERAL, (B) REQUEST ANY ACTION, INSTITUTE
ANY PROCEEDINGS, EXERCISE ANY VOTING RIGHTS, GIVE ANY INSTRUCTIONS, MAKE ANY
ELECTION, NOTICE ACCOUNT DEBTORS OR MAKE COLLECTIONS WITH RESPECT TO ALL OR ANY
PORTION OF THE COLLATERAL OR (C) RELEASE ANY GUARANTOR UNDER THIS AGREEMENT OR
RELEASE ANY COLLATERAL FROM THE LIENS OF ANY SECURITY DOCUMENT OR CONSENT TO OR
OTHERWISE APPROVE ANY SUCH RELEASE; (II) DEMAND, ACCEPT OR OBTAIN ANY LIEN ON
ANY COLLATERAL (EXCEPT FOR LIENS ARISING UNDER, AND SUBJECT TO THE TERMS OF,
THIS AGREEMENT); (III) VOTE IN ANY BANKRUPTCY CASE OR