HEREUNDER.
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(D)
LIENS. NO LAST OUT LENDER SHALL OBJECT TO OR
CONTEST, OR SUPPORT ANY OTHER PERSON IN CONTESTING OR OBJECTING TO, IN ANY
PROCEEDING (INCLUDING WITHOUT LIMITATION, ANY INSOLVENCY PROCEEDING), THE
VALIDITY, EXTENT, PERFECTION, PRIORITY OR ENFORCEABILITY OF ANY SECURITY
INTEREST IN THE COLLATERAL. NOTWITHSTANDING ANY FAILURE BY THE ADMINISTRATIVE
AGENT OR ANY OTHER SECURED PARTY TO PERFECT ITS SECURITY INTERESTS IN THE
COLLATERAL OR ANY AVOIDANCE, INVALIDATION OR SUBORDINATION BY ANY THIRD PARTY OR
COURT OF COMPETENT JURISDICTION OF THE SECURITY INTERESTS IN THE COLLATERAL, THE
PRIORITY AND RIGHTS AS BETWEEN THE FIRST OUT LENDERS AND THE LAST OUT LENDERS
WITH RESPECT TO ANY PROCEEDS OF THE COLLATERAL SHALL BE AS SET FORTH IN THIS
AGREEMENT.
(E)
EXCLUSIVE ENFORCEMENT. UNTIL THE FIRST OUT
FINAL PAYMENT DATE HAS OCCURRED, WHETHER OR NOT AN INSOLVENCY PROCEEDING HAS
BEEN COMMENCED BY OR AGAINST ANY LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE
FIRST OUT LENDERS SHALL HAVE THE EXCLUSIVE RIGHT TO TAKE AND CONTINUE ANY
ENFORCEMENT ACTION WITH RESPECT TO THE
COLLATERAL, WITHOUT ANY CONSULTATION WITH OR CONSENT OF ANY LAST OUT LENDER.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A PAYMENT DEFAULT OR
ACCELERATION, THE ADMINISTRATIVE AGENT AND THE FIRST OUT LENDERS MAY TAKE AND
CONTINUE ANY ENFORCEMENT ACTION WITH RESPECT TO THE FIRST OUT LOAN OBLIGATIONS
AND THE COLLATERAL IN SUCH ORDER AND MANNER AS THEY MAY DETERMINE IN THEIR SOLE
DISCRETION.
(F)
JUDGMENT CREDITORS. IN THE EVENT THAT ANY
LAST OUT LENDER BECOMES A JUDGMENT LIEN CREDITOR IN RESPECT OF ANY COLLATERAL AS
A RESULT OF ITS ENFORCEMENT OF ITS RIGHTS AS AN UNSECURED CREDITOR, SUCH
JUDGMENT LIEN SHALL BE SUBJECT TO THE TERMS OF THIS AGREEMENT FOR ALL PURPOSES
(INCLUDING IN RELATION TO THE FIRST OUT LOAN OBLIGATIONS) TO THE SAME EXTENT AS
THE LAST OUT LOAN OBLIGATIONS ARE SUBJECT TO THE TERMS OF THIS AGREEMENT.
(G)
ASSET SALES. IF AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, AND THE FIRST OUT LENDERS HAVE COMMENCED THE
EXERCISE OF REMEDIES AS A RESULT OF SUCH EVENT OF DEFAULT, THE FIRST OUT LENDERS
SHALL HAVE THE RIGHT TO CONTROL ANY CONSENT TO AN ASSET SALE OR OTHER
DISPOSITION, IN EACH CASE, MADE IN CONNECTION WITH SUCH REMEDIES EXERCISE, THAT
IS NOT CURRENTLY PERMITTED HEREUNDER, AND THE LAST OUT LENDERS SHALL BE DEEMED
TO HAVE CONSENTED TO ANY SUCH ASSET SALE OR OTHER DISPOSITION THAT HAS BEEN
CONSENTED TO BY THE FIRST OUT REQUISITE LENDERS, PROVIDED THAT IF THE
APPLICATION OF THE PROCEEDS OF SUCH ASSET SALE OR OTHER DISPOSITION WOULD RESULT
IN THE PAYMENT-IN-FULL IN CASH OF THE FIRST OUT LOAN OBLIGATIONS, BUT LESS THAN
THE PAYMENT-IN-FULL IN CASH OF THE LAST OUT LOAN OBLIGATIONS, THE LAST OUT
LENDERS SHALL HAVE THE ABILITY TO PURCHASE THE FIRST OUT LOAN OBLIGATIONS
HEREUNDER OF THE FIRST OUT LENDERS AT PAR IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 9.07.
(H)
BANKRUPTCY. IN THE EVENT OF AN INSOLVENCY
PROCEEDING OR LIQUIDATION OF ANY LOAN PARTY, WHETHER VOLUNTARY OR INVOLUNTARY:
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