perfection of the liens and security
interests in the Collateral for the purposes of the provisions hereof relating
to such perfection or effect of perfection.
(B)
UCC DEFINITIONS.
ALL OTHER CAPITALIZED TERMS USED IN THIS AGREEMENT THAT
ARE DEFINED IN THE UCC SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE UCC UNLESS
OTHERWISE EXPRESSLY DEFINED HEREIN.
(C)
OTHER DEFINITIONAL PROVISIONS.
WHEN USED IN THIS AGREEMENT:
(I) THE
WORDS "HEREIN," "HEREOF," AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT SHALL
REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PROVISION OF THIS AGREEMENT;
(II) THE WORDS "INCLUDE," "INCLUDES," AND "INCLUDING" ARE NOT LIMITING; THE WORD
"OR" HAS, EXCEPT WHERE OTHERWISE REQUIRED BY THE CONTEXT, THE INCLUSIVE MEANING
REPRESENTED BY THE PHRASE "AND/OR"; (III) UNLESS OTHERWISE SPECIFIED, THE WORDS
"SECTION," "SCHEDULE" AND "EXHIBIT" REFER TO SECTIONS OF, AND SCHEDULES AND
EXHIBITS TO, THIS AGREEMENT UNLESS OTHERWISE SPECIFIED; AND (IV) THE SINGULAR
NUMBER INCLUDES THE PLURAL, AND VICE VERSA, WHENEVER THE CONTEXT SO REQUIRES.
2.
SUBORDINATION OF JUNIOR OBLIGATIONS.
2.2
BLOCKAGE OF PAYMENTS TO THE JUNIOR OBLIGEE.
NO PAYMENT IN CASH
OR OTHER PROPERTY OR OTHERWISE (EXCLUDING SECURITIES THAT ARE SUBORDINATED TO
THE SENIOR OBLIGATIONS TO THE SAME EXTENT AS, OR MORE DEEPLY THAN, THE JUNIOR
OBLIGATIONS ARE SUBORDINATED TO THE SENIOR OBLIGATIONS PURSUANT TO THIS
AGREEMENT) ON ACCOUNT OF ANY JUNIOR OBLIGATIONS SHALL
BE MADE BY OR ON BEHALF OF THE COMPANY OR ANY OTHER GRANTOR, AND NO JUNIOR
OBLIGEE WILL ASK, DEMAND, SUE FOR, TAKE, OR RECEIVE ANY SUCH PAYMENT, DIRECTLY
OR INDIRECTLY, FROM OR ON BEHALF OF THE COMPANY OR ANY OTHER GRANTOR UNTIL THE
SENIOR OBLIGATIONS HAVE BEEN PAID IN FULL; PROVIDED, HOWEVER, THAT PAYMENT MAY
BE MADE IN CASH ON ACCOUNT OF THE OUTSTANDING PRINCIPAL OF, AND ACCRUED AND
UNPAID INTEREST ON (IN AN AMOUNT NOT EXCEEDING 7.0% PER ANNUM), THE SELLER
HOLDBACK TO THE EXTENT (X) SUCH PAYMENT IS MADE ON AND AFTER
[
](1), AND (Y) NO EVENT OF DEFAULT (AS DEFINED IN
THE NOTES) EXISTS IMMEDIATELY BEFORE OR IMMEDIATELY AFTER GIVING EFFECT TO SUCH
PAYMENT.
(A)
IF AT ANY TIME FOLLOWING A BLOCKAGE OF PAYMENTS TO ANY JUNIOR OBLIGEE
PURSUANT TO PARAGRAPH (A) OF THIS SECTION 2.1, THE JUNIOR OBLIGEE IS NO LONGER
PROHIBITED FROM RECEIVING ANY PAYMENTS WITH RESPECT TO THE JUNIOR OBLIGATIONS BY
SUCH SECTION, THE JUNIOR OBLIGEE SHALL BE ENTITLED TO RECEIVE ALL PAYMENTS WITH
RESPECT TO THE JUNIOR OBLIGATIONS THAT HAVE BEEN BLOCKED TOGETHER WITH ANY
DEFAULT INTEREST TO THE EXTENT PROVIDED FOR BY THE JUNIOR DOCUMENTS.
2.3
PROHIBITION OF PAYMENTS OF JUNIOR OBLIGATIONS ON ACCELERATION OR
IN BANKRUPTCY CASE.
UPON (I) ANY ACCELERATION OF THE PRINCIPAL AMOUNT DUE ON
ANY JUNIOR OBLIGATIONS OR (II) ANY PAYMENT OR DISTRIBUTION OF ASSETS OF THE
COMPANY, OF ANY KIND OR CHARACTER, WHETHER IN CASH, PROPERTY OR SECURITIES,
FOLLOWING COMMENCEMENT OF A BANKRUPTCY CASE, ALL AMOUNTS DUE OR TO BECOME DUE
UPON ALL SENIOR OBLIGATIONS SHALL FIRST BE PAID IN FULL, BEFORE ANY PAYMENT IS
MADE ON ACCOUNT OF ANY OF