COLLATERAL AGENT AND THE LENDERS, WITH THE CONSENT OF THE
REVOLVING COLLATERAL AGENT, MAY ENFORCE THE PROVISIONS OF THE SECURITY DOCUMENTS
AND EXERCISE REMEDIES THEREUNDER AND UNDER ANY OTHER LOAN DOCUMENTS (OR REFRAIN
FROM ENFORCING RIGHTS AND
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EXERCISING REMEDIES), ALL IN SUCH ORDER AND IN SUCH MANNER AS THEY MAY DETERMINE
IN THE EXERCISE OF THEIR SOLE BUSINESS JUDGMENT.
SUCH EXERCISE AND ENFORCEMENT
SHALL INCLUDE, WITHOUT LIMITATION, THE RIGHTS TO COLLECT, SELL, DISPOSE OF OR
OTHERWISE REALIZE UPON ALL OR ANY PART OF THE COLLATERAL, TO INCUR EXPENSES IN
CONNECTION WITH SUCH COLLECTION, SALE, DISPOSITION OR OTHER REALIZATION AND TO
EXERCISE ALL THE RIGHTS AND REMEDIES OF A SECURED LENDER UNDER THE UNIFORM
COMMERCIAL CODE OF ANY APPLICABLE JURISDICTION.
THE NON-LENDER SECURED PARTIES
BY THEIR ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT AND THE OTHER SECURITY
DOCUMENTS HEREBY AGREE NOT TO CONTEST OR OTHERWISE CHALLENGE ANY SUCH
COLLECTION, SALE, DISPOSITION OR OTHER REALIZATION OF OR UPON ALL OR ANY OF THE
COLLATERAL.
WHETHER OR NOT A BANKRUPTCY CASE HAS BEEN COMMENCED, THE NON-LENDER
SECURED PARTIES SHALL BE DEEMED TO HAVE CONSENTED TO ANY SALE OR OTHER
DISPOSITION OF ANY PROPERTY, BUSINESS OR ASSETS OF HOLDING OR ANY OF ITS
SUBSIDIARIES AND THE RELEASE OF ANY OR ALL OF THE COLLATERAL FROM THE LIENS OF
ANY SECURITY DOCUMENT IN CONNECTION THEREWITH.
(C)
NOTWITHSTANDING ANY PROVISION OF THIS
SUBSECTION 8.1, THE NON-LENDER SECURED PARTIES SHALL BE ENTITLED TO FILE ANY
NECESSARY RESPONSIVE OR DEFENSIVE PLEADINGS IN OPPOSITION TO ANY MOTION, CLAIM,
ADVERSARY PROCEEDING OR OTHER PLEADINGS (A) IN ORDER TO PREVENT ANY PERSON FROM
SEEKING TO FORECLOSE ON THE COLLATERAL OR SUPERSEDE THE NON-LENDER SECURED
PARTIES' CLAIM THERETO OR (B) IN OPPOSITION TO ANY MOTION, CLAIM, ADVERSARY
PROCEEDING OR OTHER PLEADING MADE BY ANY PERSON OBJECTING TO OR OTHERWISE
SEEKING THE DISALLOWANCE OF THE CLAIMS OF THE NON-LENDER SECURED PARTIES.
(D)
EACH NON-LENDER SECURED PARTY, BY ITS
ACCEPTANCE OF THE BENEFIT OF THIS AGREEMENT, AGREES THAT THE REVOLVING
COLLATERAL AGENT AND THE LENDERS MAY DEAL WITH THE COLLATERAL, INCLUDING ANY
EXCHANGE, TAKING OR RELEASE OF COLLATERAL, MAY CHANGE OR INCREASE THE AMOUNT OF
THE BORROWER OBLIGATIONS AND/OR THE GUARANTOR OBLIGATIONS, AND MAY RELEASE ANY
GUARANTOR FROM ITS OBLIGATIONS HEREUNDER, ALL WITHOUT ANY LIABILITY OR
OBLIGATION (EXCEPT AS MAY BE OTHERWISE EXPRESSLY PROVIDED HEREIN) TO THE
NON-LENDER SECURED PARTIES.
8.2
Appointment of Agent.
Each Non-Lender
Secured Party, by its acceptance of the benefits of this Agreement and the other
Security Documents, shall be deemed irrevocably to make, constitute and appoint
the Revolving Collateral Agent, as agent under the Revolving Credit Agreement
(and all officers, employees or agents designated by the Revolving Collateral
Agent) as such Person's true and lawful agent and attorney-in-fact, and in such
capacity, the Revolving Collateral Agent shall have the right, with power of
substitution for the Non-Lender Secured Parties and in each such Person's name
or otherwise, to effectuate any sale, transfer or other disposition of the
Collateral.
It is understood and agreed that the appointment of