THIS
AGREEMENT, AS FULLY AND COMPLETELY AS THOUGH THE COLLATERAL AGENT WERE THE
ABSOLUTE OWNER OF THE COLLATERAL FOR ALL PURPOSES; PROVIDED THAT NOTHING HEREIN
CONTAINED SHALL BE CONSTRUED AS REQUIRING OR OBLIGATING THE COLLATERAL AGENT TO
MAKE ANY COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF
ANY PAYMENT RECEIVED BY THE COLLATERAL AGENT, OR TO PRESENT OR FILE ANY CLAIM OR
NOTICE, OR TO TAKE ANY ACTION WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF
OR THE MONEYS DUE OR TO BECOME DUE IN RESPECT THEREOF OR ANY PROPERTY COVERED
THEREBY. THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES SHALL BE ACCOUNTABLE
ONLY FOR AMOUNTS ACTUALLY RECEIVED AS A
31
RESULT OF THE EXERCISE OF THE POWERS GRANTED TO THEM HEREIN, AND NEITHER THEY
NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE RESPONSIBLE TO ANY
GRANTOR FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT FOR THEIR OWN GROSS
NEGLIGENCE OR WILFUL MISCONDUCT.
SECTION 6.15. INTERCREDITOR AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE LIENS GRANTED TO THE COLLATERAL AGENT UNDER THIS AGREEMENT AND THE
EXERCISE OF THE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT HEREUNDER ARE
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT,
THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. AT ANY TIME
PRIOR TO THE DISCHARGE OF REVOLVING CREDIT OBLIGATIONS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), NO GRANTOR SHALL BE REQUIRED TO TAKE OR REFRAIN FROM
TAKING ANY ACTION AT THE REQUEST OF THE COLLATERAL AGENT WITH RESPECT TO ANY ABL
COLLATERAL IF SUCH ACTION OR INACTION WOULD BE INCONSISTENT WITH (A) ANY ACTION
OR INACTION AFFIRMATIVELY REQUESTED BY THE CREDIT AGENT IN ACCORDANCE WITH THE
CREDIT AGREEMENT OR (B) ANY ACTION OR INACTION AFFIRMATIVELY REQUIRED BY ANY OF
THE PROVISIONS OF THE CREDIT AGREEMENT.
ARTICLE VII
CONCERNING THE COLLATERAL AGENT
SECTION 7.01. CONFIRMATION OF APPOINTMENT. (A) EACH OF THE SECURED PARTIES
HEREBY CONFIRMS ITS APPOINTMENT OF THE BANK OF NEW YORK TO ACT, AND THE BANK OF
NEW YORK HEREBY AGREES TO ACT, AS THE COLLATERAL AGENT FOR THE SECURED PARTIES
PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS, AND
AUTHORIZES THE COLLATERAL AGENT TO TAKE SUCH ACTIONS ON ITS BEHALF AND TO
EXERCISE SUCH POWERS AS ARE DELEGATED TO THE COLLATERAL AGENT BY THE TERMS OF
THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS, TOGETHER WITH SUCH ACTIONS AND
POWERS AS ARE REASONABLY INCIDENTAL THERETO. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE COLLATERAL AGENT IS HEREBY EXPRESSLY AUTHORIZED TO EXECUTE
ANY AND ALL DOCUMENTS (INCLUDING RELEASES) WITH RESPECT TO THE COLLATERAL, AND
THE RIGHTS OF THE SECURED PARTIES WITH RESPECT THERETO, AS CONTEMPLATED BY AND
IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE OTHER SECURITY
DOCUMENTS.
SECTION 7.02. DUTIES OR OBLIGATIONS. THE COLLATERAL AGENT SHALL NOT HAVE ANY
DUTIES OR OBLIGATIONS EXCEPT THOSE EXPRESSLY SET FORTH IN THE LOAN DOCUMENTS.
WITHOUT