AND/OR EVIDENCED BY THE SENIOR SECURITY DOCUMENTS.
"Senior Loan Documents" means the Senior Loan Agreement, the Senior Notes, the
Senior Security Documents, and any and all other agreements and instruments
executed and delivered pursuant thereto or in respect thereof.
"Standstill Period" shall mean the 180-day period commencing on the date on
which the Junior Creditor gives notice to the Senior Creditor that there has
occurred and is continuing an Event of Default (as such term is defined in the
Junior Loan Agreement) within any of clauses (a), (d), (e), (g), (h), (j) or (k)
of the definition thereof contained in the Junior Loan Agreement or by reason of
any material non-compliance by the Company with its obligations under Section
5.1 of the Asset Purchase Agreement; provided, however, that if, during such
180-day period, the Senior Creditor shall take action to sue upon or otherwise
enforce the Senior Debt, or foreclose or exercise other substantive remedies
with respect to the Senior Liens, then the Standstill Period shall be deemed to
be tolled on the date on which the initial such action by the Senior Creditor
occurred and such Standstill Period shall continue immediately upon the Senior
Creditor's failure to pursue or otherwise continue such action(s).
2.
SUBORDINATION OF JUNIOR DEBT; STANDSTILL.
(A)
SUBJECT TO SECTIONS 2(B) AND 2(C) BELOW, THE JUNIOR CREDITOR WILL
NOT ASK, DEMAND, ACCELERATE, SUE FOR, ENFORCE, TAKE, COLLECT OR RECEIVE, BY
SET-OFF OR IN ANY OTHER MANNER, ANY PAYMENTS ON OR IN RESPECT OF THE JUNIOR DEBT
(WHETHER OF PRINCIPAL, INTEREST, COLLECTION COSTS OR OTHERWISE) FROM THE
COMPANY, OR ANY SUCCESSOR OR ASSIGN OF THE COMPANY, INCLUDING, WITHOUT
LIMITATION, A RECEIVER, TRUSTEE OR DEBTOR-IN-POSSESSION (THE TERM "COMPANY"
HEREINAFTER SHALL INCLUDE ANY SUCH SUCCESSOR AND ASSIGN OF THE COMPANY), OR FROM
ANY OTHER PERSON, FIRM, PARTNERSHIP, CORPORATION OR OTHER ENTITY FOR THE BENEFIT
OF THE COMPANY, UNLESS AND UNTIL THE EARLIER OF (I) ALL OF THE SENIOR DEBT
(EXCLUSIVE OF CONTINGENT INDEMNIFICATION OBLIGATIONS TO THE EXTENT THAT NO CLAIM
GIVING RISE THERETO HAS BEEN ASSERTED) SHALL HAVE BEEN FULLY PAID AND SATISFIED
WITH INTEREST (INCLUDING, WITHOUT LIMITATION, ANY AND ALL INTEREST ACCRUING UPON
AND AFTER THE COMMENCEMENT OF ANY PROCEEDINGS UNDER THE CODE, WHETHER OR NOT
SUCH INTEREST IS ALLOWED IN ANY SUCH PROCEEDING), AND THE SENIOR LOAN AGREEMENT
AND ALL OTHER SENIOR LOAN DOCUMENTS HAVE BEEN TERMINATED, OR (II) THE EXPIRATION
OR TERMINATION OF THE STANDSTILL PERIOD.
UPON THE EXPIRATION OR TERMINATION OF
THE STANDSTILL PERIOD, THE JUNIOR CREDITOR MAY, TO THE EXTENT PROVIDED IN THE
JUNIOR LOAN DOCUMENTS, ACCELERATE, ENFORCE AND SUE FOR COLLECTION OF THE JUNIOR
DEBT, PROVIDED THAT ANY COLLECTION(S) MADE BY THE JUNIOR CREDITOR SHALL BE
SUBJECT TO SECTION 5 BELOW.
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(B)
NOTWITHSTANDING THE PROVISIONS OF SECTION 2(A) ABOVE, THE COMPANY
MAY PAY TO THE JUNIOR CREDITOR, AND THE JUNIOR CREDITOR MAY ACCEPT FROM THE
COMPANY, THE PERMITTED PAYMENTS AS AND WHEN DUE AND PAYABLE IN ACCORDANCE WITH
THE JUNIOR NOTE, PROVIDED THAT NO EVENT OF DEFAULT (AS SUCH TERM IS