Acceptable Intercreditor Agreement. Shall mean a binding agreement among any Person (the "Subordinate Lender") to whom Borrower desires to grant a Lien (as such term is defined below) in any of the Collateral that satisfies each of the following conditions, as Holder may determine in its reasonable, good faith discretion: (a) As between such Subordinate Lender and the Holder with respect to the Collateral, Holder shall have a first priority security interest in and Lien on the Collateral to secure Borrower's obligations
... under this Note and such Subordinate Lender shall have a junior and subordinate security interest in and Lien on the Collateral. Furthermore, Holder shall have a first priority security interest in any cash proceeds or other consideration generated by the disposition of the Collateral. (b) Such Subordinate Lender shall agree that, in any insolvency proceeding involving Borrower, such Subordinate Lender will not contest (or support any other person contesting): (i) any request by the Holder for adequate protection (whether in the form of payments, liens, a priority administrative expense claim, or otherwise) with respect to the Collateral; (ii) the payment of interest, reasonable fees, expenses, or other amounts to the Holder under applicable law; or (iii) any commercially reasonable disposition of the Collateral if such disposition is supported by Holder in writing. (c) Such Subordinate Lender and Holder shall each agree to give prompt written notice to the other of the occurrence, under their respective debt instruments which are secured by Liens in the Collateral, of (i) any event of default which has continued beyond any applicable grace or cure period and which has not been waived if, as a result of the existence of such event of default, such notifying party would have the right to accelerate the indebtedness owed by Borrower, to demand payment thereof and exercise its rights as a secured party with respect to the Collateral, or (ii) the acceleration of or demand for payment of the outstanding indebtedness under such debt instruments. (d) Such Subordinate Lender shall agree that it shall not commence, prosecute, or participate in any action to exercise its rights with respect to the Collateral until such Subordinate Lender has provided a notice to the Holder and thereafter, a standstill period of not less than forty (40) Business Days has elapsed from the date of such notice. (e) Such Subordinate Lender shall agree that following a standstill period, it shall not contest (or support any other person contesting) a plan for the disposition of the Collateral supported in writing by Holder unless such Subordinate Lender is proposing or supporting in writing an alternative plan that is conditioned on the concurrent discharge of all of Borrower's obligations to Holder. Furthermore, Holder shall agree not to contest any commercially reasonable plan for the disposition of the Collateral that is conditioned on the concurrent discharge of all of Borrower's obligations to Holder. (f) In the event Holder shall sell or transfer the Collateral or any portion thereof, Holder shall remit any proceeds from such sale or transfer which are in excess of the amount necessary to discharge all of Borrower's obligations hereunder or under that certain promissory note made by Borrower in favor of Holder in the principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00), dated as of even date herewith, to such Subordinate Lender.
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