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 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 SIMILAR PROCEEDING IN
RESPECT OF HOLDING
OR ANY OF ITS SUBSIDIARIES (ANY SUCH PROCEEDING, FOR
PURPOSES OF THIS CLAUSE (A), A "BANKRUPTCY") WITH RESPECT TO, OR TAKE ANY OTHER
ACTIONS CONCERNING, THE COLLATERAL; (IV) RECEIVE ANY PROCEEDS FROM ANY SALE,
TRANSFER OR OTHER DISPOSITION OF ANY OF THE COLLATERAL (EXCEPT IN ACCORDANCE
WITH THIS AGREEMENT); (V) OPPOSE ANY SALE, TRANSFER OR OTHER DISPOSITION OF THE
COLLATERAL; (VI) OBJECT TO ANY DEBTOR-IN-POSSESSION FINANCING IN ANY BANKRUPTCY
WHICH IS PROVIDED BY ONE OR MORE LENDERS AMONG OTHERS (INCLUDING ON A PRIMING
BASIS UNDER SECTION 364(D) OF THE BANKRUPTCY CODE); (VII) OBJECT TO THE USE OF
CASH COLLATERAL IN RESPECT OF THE COLLATERAL IN ANY BANKRUPTCY; OR (VIII) SEEK,
OR OBJECT TO THE LENDERS SEEKING ON AN EQUAL AND RATABLE BASIS, ANY ADEQUATE
PROTECTION OR RELIEF FROM THE AUTOMATIC STAY WITH RESPECT TO THE COLLATERAL IN
ANY BANKRUPTCY.
(B)
EACH NON-LENDER SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS
OF THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS, AGREES THAT IN EXERCISING
RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL, THE COLLATERAL AGENT AND THE
LENDERS, WITH THE CONSENT OF THE 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 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