Definition of Junior Priority Enforcement Date

Junior Priority Enforcement Date means, with respect to the Junior Priority Collateral Agent, the date which is 180 days after the occurrence of both (i) a Junior Priority Default and (ii) the Senior Priority Collateral Agent's receipt of written notice from the Junior Priority Collateral Agent that (x) the Junior Priority Collateral Agent is the Collateral Agent under the Junior Priority Documents and that a Junior Priority Default has occurred and is continuing and (y) except with respect to a Junior Priority Default that constitutes a payment default with respect to the Junior Priority Obligations, the Junior Priority Obligations are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the Junior Priority Note Purchase Agreement; provided that the Junior Priority Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred (1) at any time the Senior Priority Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to all or substantially all of the Senior Priority Collateral or, with respect to any Fixed Asset Priority Collateral (as defined in the ABL Intercreditor Agreement), is stayed from such enforcement action pursuant to the ABL Intercreditor Agreement or (2) with respect to any individual Grantor and the Collateral owned by such Grantor, at any time such Grantor is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.
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