exhibit_10-4.htm


     

    
      
        

      

EXHIBIT 10.4

    


     

    AMENDED AND RESTATED
INTERCREDITOR AGREEMENT

     

     

    This
AMENDED AND RESTATED
INTERCREDITOR AGREEMENT is dated as of October 15, 2009 (as amended,
restated, renewed, extended, supplemented or otherwise modified from time to
time, this “Agreement”),
and entered into by and among SOLUTIA INC., a Delaware corporation (the “Company”), each of the
Company’s Subsidiaries party hereto from time to time and CITIBANK, N.A. (“Citi”), in its capacity as
administrative agent for the holders of the Term Loan Obligations (as defined
below) (together with its successors in such capacity, the “Term Loan Administrative
Agent”), and as collateral agent for the holders of the Term Loan
Obligations (together with its successors in such capacity, the “Term Loan Collateral Agent”),
Citi, in its capacity as administrative agent for the holders of the Revolving
Credit Obligations (as defined below) (together with its successors in such
capacity, the “Revolving Credit
Facility Administrative Agent”), and as collateral agent for the holders
of the Revolving Credit Obligations (together with its successors in such
capacity, the “Revolving Credit
Facility Collateral Agent”), and each other Additional Pari Passu Debt
Representative (as defined below) from time to time party
hereto.  Capitalized terms used but not otherwise defined herein shall
have the meanings assigned to them in Section 1 below.

     

     

    RECITALS

     

     

    The
Company, the Term Loan Lenders, the Term Loan Administrative Agent, the Term
Loan Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as syndication agent,
DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as documentation
agent, and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), GSCP and DEUTSCHE BANK
SECURITIES INC. (“DBSI”), as joint lead
arrangers and bookrunners, are parties to that certain Credit Agreement, dated
as of February 28, 2008, providing a term loan facility to the Company (as
amended, restated, supplemented, modified, replaced or refinanced from time to
time, the “Term Loan
Agreement”) ; provided that if any
agreement or instrument refinancing or replacing the Term Loan Agreement
expressly provides that it is not intended to be and is not a refinancing or
renewal of the Term Loan Agreement then it shall be deemed not to be a “Term
Loan Agreement”);

     

     

    The
Revolving Credit Facility Borrowers, the Revolving Credit Lenders, the Revolving
Credit Facility Administrative Agent, the Revolving Credit Facility Collateral
Agent, CITIBANK INTERNATIONAL PLC, as European collateral agent, DBNY, as
syndication agent, GSCP, as documentation agent, and CGMI, DBSI and GSCP, as
joint lead arrangers and bookrunners, are parties to that certain Credit
Agreement, dated as of dated as of February 28, 2008, providing a revolving
credit and letter of credit facility to the Revolving Credit Facility Borrowers
(as amended, restated, supplemented, modified, replaced or refinanced from time
to time, the “Revolving Credit
Agreement”); provided that if any
agreement or instrument refinancing or replacing the Revolving Credit Agreement
expressly provides that it is not intended to be and is not a refinancing or
renewal of the Revolving Credit Agreement then it shall be deemed not to be a
“Revolving Credit Agreement”);

     

     

    In order
to induce the Revolving Credit Facility Administrative Agent, the Revolving
Credit Facility Collateral Agent, the Revolving Credit Lenders and the other
parties to the Revolving Credit Agreement to enter into the Revolving Credit
Agreement, and in order to induce the Term Loan Administrative Agent, the Term
Loan Collateral Agent and the Term Loan Lenders to enter into the Term Loan
Agreement, the Revolving Credit Facility Collateral Agent, the parties hereto
have previously entered into an Intercreditor Agreement dated as of February 28,
2008 (the “Original
Intercreditor Agreement”) establishing the relative priority of their
respective Liens on the Collateral and governing their respective rights with
respect thereto;

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Pursuant
to (i) the Term Loan Agreement, the Term Loan Subsidiary Guarantors have
guaranteed the Term Loan Obligations and the Company has agreed to cause certain
future Subsidiaries to guaranty the Term Loan Obligations, and (ii) the
Revolving Credit Agreement, the Revolving Credit Facility Subsidiary Guarantors
have guaranteed the Revolving Credit Obligations and the Revolving Credit
Facility Borrowers have agreed to cause certain future Subsidiaries to guaranty
the Revolving Credit Obligations;

     

     

    The Term
Loan Agreement and the Revolving Credit Agreement are being amended pursuant to
a certain First Amendment to Credit Agreement of even date herewith and a Second
Amendment to Credit Agreement of even date herewith, respectively, in each case
in order to, among other things, allow the Company and its Subsidiaries to incur
additional Indebtedness secured by liens pari passu in priority with the Liens
securing the Term Loan Obligations and the Company may from time to time
following the date hereof issue such Additional Pari Passu Debt in accordance
with the aforesaid amendments;

     

     

    To the
extent permitted by each of Term Loan Agreement and the Revolving Credit
Agreement and any Additional Pari Passu Loan Agreement, each of the Company’s
Subsidiaries party hereto from time to time agree, if so required under any
Additional Pari Passu Credit Documents (and if permitted by the Term Loan
Agreement and the Revolving Credit Agreement), shall guarantee such Additional
Pari Passu Obligations and the Company shall cause, if required under any
Additional Pari Passu Credit Documents, certain future Subsidiaries to guaranty
such Additional Pari Passu Obligations; and

     

     

    In order
to induce any Additional Pari Passu Debt Representative and any Additional Pari
Passu Lenders to enter into the applicable Additional Pari Passu Loan Agreement,
the Revolving Credit Facility Administrative Agent, the Term Loan Collateral
Agent and the Term Loan Administrative Agent have agreed to amend and restate
the Original Intercreditor Agreement in accordance with the terms and conditions
set forth herein.

     

     

    AGREEMENT

     

     

    In
consideration of the foregoing, the mutual covenants and obligations herein set
forth and for other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby amend and restate the Original Intercreditor Agreement in its
entirety and further agree as follows:

     

     

    SECTION
1.  Definitions.

     

     

    1.1  Defined
Terms.  As used in the Agreement, the following terms shall
have the following meanings:

     

     

    “Access Acceptance Notice” has
the meaning assigned to that term in Section 3.3(b).

     

     

    “Access Period” means, for each
parcel of Mortgaged Premises, the period, after the commencement of an
Enforcement Period, which begins on the day that the Revolving Credit Facility
Administrative Agent or the Revolving Credit Facility Collateral Agent provides
the Term Loan Collateral Agent and any Additional Pari Passu Debt Representative
with the notice of its election to request access to any Mortgaged Premises
pursuant to Section 3.3(b) below and ends on the earlier of (i) the 150th day
after the Revolving Credit Facility Collateral Agent obtains the ability to use,
take physical possession of, remove or otherwise control the use or access to
the Current Asset Collateral located on such Mortgaged Premises following a
Collateral Enforcement Action plus such number of days, if any,

     


    
      
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    after the
Revolving Credit Facility Collateral Agent obtains access to such Current Asset
Collateral that it is stayed or otherwise prohibited by law or court order from
exercising remedies with respect to Current Asset Collateral located on such
Mortgaged Premises, (ii) the date on which all or substantially all of the
Current Asset Collateral located on such Mortgaged Premises is sold, collected
or liquidated, (iii) the date on which the Discharge of Revolving Credit
Obligations occurs or (iv) the date on which the Revolving Credit Facility
Default, the Term Loan Default or the Additional Pari Passu Loan Default that
was the subject of the applicable Enforcement Notice relating to such
Enforcement Period has been cured to the satisfaction of the Revolving Credit
Facility Collateral Agent (in the case of a Revolving Credit Facility Default),
the Term Loan Collateral Agent (in the case of a Term Loan Default) or
Additional Pari Passu Debt Representatives (in the case of Additional Pari Passu
Loan Defaults), or waived in writing in accordance with the requirements of the
applicable Credit Agreement.

     

     

    “Account Agreements” means any
lockbox agreement, pledged account agreement, blocked account agreement, deposit
account control agreement, securities account control agreement, or any similar
deposit or securities account agreements among any Agents and any Grantors and
the relevant financial institution depository or securities
intermediary.

     

     

    “Additional Joinder Agreement”
shall mean a joinder agreement in the form of Exhibit B hereto.

     

     

    “Additional Pari Passu Approved
Counterparty” means the counterparty to an Additional Pari Passu Debt
Hedging Agreement entered into by the Company or any Additional Pari Passu
Subsidiary Guarantor.

     

     

    “Additional Pari Passu
Claimholder” means, at any relevant time, the holders of Additional Pari
Passu Obligations at that time, including the Additional Pari Passu Lenders, the
agents (including any Additional Pari Passu Debt Representative), trustees or
representatives under the Additional Pari Passu Loan Agreement and any
Additional Pari Passu Approved Counterparty.

     

     

    “Additional Pari Passu
Collateral” means all of the assets and property of any Grantor, whether
real, personal or mixed, with respect to which a Lien is granted or purported to
be granted under any Additional Pari Passu Security Documents as security for
any Additional Pari Passu Obligations.

     

     

    “Additional Pari Passu Credit
Documents” means an Additional Pari Passu Loan Agreement, each Additional
Pari Passu Debt Hedging Agreement, and the other “Loan Documents”, “Credit
Documents” (or similar term as may be defined in such Applicable Pari Passu Loan
Agreement), and each of the other agreements, documents and instruments
providing for or evidencing any other applicable Additional Pari Passu
Obligations, and any other document or instrument executed or delivered at any
time in connection with such applicable Additional Pari Passu Obligations,
including any intercreditor or joinder agreement among holders of such
Additional Pari Passu Obligations, to the extent such are effective at the
relevant time, as each may be amended, restated, supplemented, modified,
renewed, increased, replaced, extended or Refinanced from time to time in
accordance with the provisions of this Agreement.

     

     

    “Additional Pari Passu Debt Hedging
Agreement” means any Hedging Agreement (as defined in the Term Loan
Agreement) or similar agreement or instrument serving a like function, as may be
defined and permitted under the applicable Additional Pari Passu Debt Loan
Agreement.

     

     

    “Additional Pari Passu Debt
Representative” means each Person appointed to act as collateral agent,
administrative agent, trustee or representative (or in any similar
representative capacity)

     


    
      
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    for the
holders of Additional Pari Passu Obligations pursuant to any Additional Pari
Passu Loan Agreement (including any successors and assigns from time to
time).

     

     

    “Additional Pari Passu Lender”
means the lenders, investors or noteholders under and as defined in any
Additional Pari Passu Loan Agreement and any other holders of Indebtedness under
any Additional Pari Passu Loan Agreement.

     

     

    “Additional Pari Passu Loan
Agreement” means the indenture, loan agreement, credit agreement, note
purchase agreement or other agreement or instrument (as may be amended,
restated, supplemented, modified, replaced or refinanced from time to time)
under which any Additional Term Loan Pari Passu Obligations are
incurred.

     

     

    “Additional Pari Passu Loan
Default” means an “Event of Default” as defined in any applicable
Additional Pari Passu Loan Agreement, or any other event, circumstance or
condition that permits the holder thereof to accelerate the obligations of the
Company thereunder or to exercise remedies in connection therewith.

     

     

    “Additional Pari Passu
Mortgages” means a collective reference to each mortgage, deed of trust
or other document or instrument under which any Lien under any Real Estate Asset
owned by any Grantor is granted to secure any Additional Pari Passu Obligations
or under which rights or remedies with respect to any such Liens are
governed.

     

     

    “Additional Pari Passu
Obligations” means collectively (a) the loans made, notes issued or
indebtedness otherwise incurred under any Additional Term Loan Pari Passu Loan
Agreement, and all other amounts, obligations, covenants and duties owing by the
Company and any Additional Pari Passu Subsidiary Guarantors to any Additional
Pari Passu Debt Representative, any Additional Pari Passu Lender, any Affiliate
of any of them or any indemnitee thereunder, of every type and description
(whether by reason of an extension of credit, loan, guaranty, indemnification or
otherwise), present or future, arising under such Additional Pari Passu Loan
Agreement or any such other Additional Pari Passu Credit Document, whether
direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired and whether or not evidenced by any note, guaranty or other instrument
or for the payment of money, including all fees, interest (including interest
accruing after the maturity of the loans under such Additional Pari Passu Loan
Agreement and Post-Petition Interest), charges, expenses, attorneys’ fees and
disbursements and other sums chargeable to the Company or any Additional Pari
Passu Subsidiary Guarantor under the applicable Additional Pari Passu Loan
Agreement or any other applicable Additional Pari Passu Credit Document and (b)
the due and punctual payment and performance of all obligations of the Company
and Additional Pari Passu Subsidiary Guarantors under each Additional Pari Passu
Debt Hedging Agreement; provided that such
obligations shall be Additional Pari Passu Obligations hereunder only to the
extent (a) at the time such obligations are incurred, such obligations are not
prohibited from being incurred and secured by Liens on Collateral with the
priority as set forth herein for such Additional Pari Passu Obligations by the
terms of, and do not violate any terms and conditions of, the Revolving Credit
Facility Credit Documents and the Term Loan Credit Documents, (b) the Grantors
have granted Liens on any of the Collateral to secure such obligations, (c) such
obligations have been designated as “Additional Pari Passu Obligations” by the
Company in writing to the Revolving Credit Facility Agent and to the Term Loan
Collateral Agent, and each of such Persons shall have received copies of the
applicable Additional Pari Passu Loan Agreements, and (d) the Additional Pari
Passu Debt Representative, for the holders of such obligations is a party to
this Agreement or has entered into an Additional Joinder Agreement on behalf of
the Additional Pari Passu Claimholders under such agreement acknowledging that
such holders shall be bound by the terms hereof applicable to Additional Pari
Passu Claimholders.

     


    
      
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    Notwithstanding
the foregoing, if the aggregate amount of Indebtedness constituting principal
outstanding under all Additional Pari Passu Loan Agreements and all other
Additional Pari Passu Credit Documents (other than Indebtedness in respect of
Additional Pari Passu Debt Hedging Agreements), when added to the then
outstanding principal balance of the Term Loans, exceeds $1.45 billion, then
only that amount of such Indebtedness which, when added to the then outstanding
principal balance of the Term Loan Obligations equals $1.45 billion (together
with interest, fees, expenses and indemnification obligations with respect
thereto), plus obligations in respect of the Additional Pari Passu Debt Hedging
Agreement shall constitute Additional Pari Passu Obligations for purposes of
this Agreement; provided that
notwithstanding the foregoing, “Additional Pari Passu Obligations” shall
include, if applicable, Indebtedness pursuant to a DIP Financing to the extent
permitted pursuant to Section 6.1(b).

     

     

    “Additional Pari Passu Security
Documents” means any agreement, document or instrument pursuant to which
a Lien is granted or purported to be granted to secure any Additional Pari Passu
Obligations or under which rights or remedies with respect to such Liens are
governed.

     

     

    “Additional Pari Passu Subsidiary
Guarantors” means a Restricted Subsidiary of the Company that is a
“guarantor” under an applicable Additional Pari Passu Credit Documents or is
otherwise liable the obligations of the Company thereunder or which provides
credit support thereunder.

     

     

    “Affiliate” of any Person means
any other Person which, directly or indirectly through one or more
intermediaries, Controls, is Controlled by or is under common Control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan).

     

     

    “Agents” means the Revolving
Credit Facility Collateral Agent, the Term Loan Collateral Agent, each
Additional Pari Passu Debt Representative and the Designated Fixed Asset
Collateral Representative.

     

     

    “Agreement” has the meaning
assigned to that term in the preamble hereto.

     

     

    “Bankruptcy Code” means Title
11 of the United States Code entitled “Bankruptcy,” as now and hereafter in
effect, or any successor statute.

     

     

    “Bankruptcy Law” means each of
the Bankruptcy Code, any similar federal, state or foreign laws, rules or
regulations for the relief of debtors or any reorganization, insolvency,
moratorium or assignment for the benefit of creditors or any other marshalling
of the assets and liabilities of any Person and any similar laws, rules or
regulations relating to or affecting the enforcement of creditors’ rights
generally.

     

     

    “Books and Records” means all
instruments, files, records, ledger sheets and documents evidencing, covering or
relating to any of the Collateral.

     

     

    “Business Day” means a day
other than a Saturday, Sunday or other day on which commercial banks in New
York, New York are authorized or required by law to close.

     

     

    “Capital Stock” means any and
all shares, interests, participations or other equivalents (however designated)
of capital stock of a corporation, any and all equivalent ownership interests in
a Person (other than a corporation), including partnership interests, membership
interests in a limited liability company and beneficial interests in a trust,
and any and all warrants, rights or options to purchase or other arrangements or
rights to acquire any of the foregoing.

     


    
      
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    “Cash Management Document”
means any certificate, agreement or other document executed by any Revolving
Credit Facility Borrower or any Revolving Credit Facility Subsidiary Guarantor
in respect of the Cash Management Obligations of such Revolving Credit Facility
Borrower or Revolving Credit Facility Subsidiary Guarantor.

     

     

    “Cash Management Obligation”
means, as applied to any Person, any direct or indirect liability, contingent or
otherwise, of such Person in respect of cash management services (including
treasury, depository, overdraft, credit or debit card, electronic funds transfer
and other cash management arrangements) provided by any Revolving Credit
Facility Approved Counterparty (regardless of whether these or similar services
were provided prior to the date hereof by such Revolving Credit Facility
Approved Counterparty), including obligations for the payment of fees, interest,
charges, expenses, attorneys’ fees and disbursements in connection
therewith.

     

     

    “CGMI” has the meaning assigned
to that term in the Recitals to this Agreement.

     

     

    “Chattel Paper” means all
present and future “chattel paper” (as defined in Article 9 of the
UCC).

     

     

    “Citi” has the meaning assigned
to that term in the preamble to this Agreement.

     

     

    “Claimholder” means,
collectively, the Revolving Credit Claimholders, the Term Loan Claimholders and
the Additional Pari Passu Claimholders.

     

     

    “Collateral” means all of the
assets and property of any Grantor, whether real, personal or mixed, now owned
or hereafter acquired, constituting both Revolving Credit Facility Grantor
Collateral and either Term Loan Collateral or Additional Pari Passu Collateral,
or both.

     

     

    “Collateral Enforcement Action”
means, collectively or individually for one or more of the Agents, when a
Revolving Credit Facility Default, Term Loan Default or Additional Pari Passu
Loan Default, as the case may be, has occurred and is continuing, whether or not
in consultation with any other Agent, to repossess or join any Person in
repossessing, or exercise or join any Person in exercising, or institute or
maintain or participate in any action or proceeding with respect to, any
remedies with respect to any Collateral or commence the judicial enforcement of
any of the rights and remedies under the Revolving Credit Facility Credit
Documents, the Term Loan Credit Documents, the applicable Additional Pari Passu
Credit Documents or under any applicable law, but in all cases (i) including (a)
instituting or maintaining, or joining any Person in instituting or maintaining,
any enforcement, contest, protest, attachment, collection, execution, levy or
foreclosure action or proceeding with respect to any Collateral, whether under
any Credit Document or otherwise, (b) exercising any right of set-off with
respect to any Grantor, (c) the collection and application of, or the delivery
of any activation notice with respect to, accounts or other monies deposited
from time to time in Deposit Accounts or Securities Accounts or otherwise
exercising any right or remedy under any Account Agreement with respect to
Deposit Accounts or Securities Accounts, (d) exercising any right or remedy
under any landlord access agreement, landlord waiver, bailee letter or similar
agreement or arrangement or (e) causing (or, after the occurrence and during the
continuance of any Event of Default, consenting to or requesting) any sale or
other disposition of any Collateral and (ii) excluding the imposition of a
default rate or late fee, in each case in accordance with the terms of the
Revolving Credit Facility Credit Documents, the Term Loan Credit Documents or
the applicable Additional Pari Passu Credit Documents; provided that
notwithstanding anything to the contrary in the foregoing, the exercise of
rights or remedies by the Revolving Credit Facility Collateral Agent under any
Account Agreement with respect to a Deposit Account or a Securities Account or
the notification of account debtors, in each case, during a “Liquidity Event
Period (Borrowing Base)”, “Liquidity Event Period (Cash Dominion)”, “Liquidity
Event Period (Fixed Charge Coverage Ratio)” or

     


    
      
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    “Liquidity
Event Period (European Notification)” (each, as defined in the Revolving Credit
Agreement) shall not constitute a Collateral Enforcement Action under this
Agreement.

     

     

    “Common Collateral” means all
Collateral which also constitutes Additional Pari Passu Collateral; provided that if more
than one Series of Additional Pari Passu Obligations are outstanding at any time
and the holders of less than all Series of Additional Pari Passu Obligations
hold a valid and perfected Lien on any Additional Pari Passu Collateral at such
time, then such Additional Pari Passu Collateral shall constitute Common
Collateral only for those Series of Additional Pari Passu Obligations that hold
a valid Lien on such Additional Pari Passu Collateral at such time and shall not
constitute Common Collateral for any Series which does not have a valid and
perfected Lien on such Additional Pari Passu Collateral at such
time.

     

     

    “Company” has the meaning
assigned to that term in the preamble to this Agreement.

     

     

    “Contingent Obligations” means
at any time, any indemnification or other similar contingent obligations which
are not then due and owing at the time of determination.

     

     

    “Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person whether by ownership of voting securities,
by con-tract or otherwise, and the terms “Controlling” and “Controlled” shall have
meanings correlative thereto.

     

     

    “Copyrights” means all U.S. and
foreign copyrights (whether registered or unregistered and whether published or
unpublished) and all mask works (as such term is defined in 17 U.S.C. Section
901, et seq.), together with any and all (i) registrations and applications
therefor, (ii) rights and privileges arising under applicable law with respect
thereto, (iii) renewals and extensions thereof, (iv) income, fees, royalties,
damages, claims and payments now or hereafter due and/or payable with respect
thereto, including damage awards and payments for past, present or future
infringements or other violations thereof, (v) rights corresponding thereto
throughout the world and (vi) rights to sue for past, present or future
infringements thereof.

     

     

    “Credit Agreements” means,
collectively, the Term Loan Agreement, the Revolving Credit Agreement and all
Additional Pari Passu Loan Agreements.

     

     

    “Credit Documents” means,
collectively, the Revolving Credit Facility Credit Documents, the Term Loan
Facility Credit Documents and the Additional Pari Passu Credit
Documents.

     

     

    “Current Asset Collateral”
means all Collateral consisting of:  (a) accounts, other than “payment
intangibles” (as defined in Article 9 of the UCC) which constitute identifiable
proceeds of Fixed Asset Collateral; (b) all Inventory or documents of title for
any Inventory; (c) Deposit Accounts, Securities Accounts, Instruments (solely to
the extent constituting or evidencing obligations owing on Accounts and
excluding Intercompany Notes) and Chattel Paper (solely to the extent
constituting or evidencing obligations owing on accounts); (d) Current Asset
General Intangibles; (e) any credit insurance policy maintained with respect to
accounts of any Grantor; (f) Records, Letters of Credit, Letter of Credit
Rights, “supporting obligations” (as defined in Article 9 of the UCC),
commercial tort claims or other claims and causes of action, in each case, to
the extent related primarily to any of the foregoing; and (g) substitutions,
replacements, accessions, products and proceeds (including insurance proceeds,
licenses, royalties, income, payments, claims, damages and proceeds of suit) of
any or all of the foregoing; provided that to the
extent that identifiable Proceeds (including Instruments and Chattel Paper) of
Fixed Asset Collateral are deposited or held in any Deposit Accounts or
Securities Accounts that constitute Current Asset Collateral after an
Enforcement Notice, then (as provided in Section 3.5 below) such

     


    
      
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    Collateral
or other identifiable Proceeds shall be treated as Fixed Asset Collateral for
purposes of this Agreement.

     

     

    “Current Asset General
Intangibles” means all General Intangibles arising out of the other items
of property included within clauses (a), (b), (c) and (e) of the definition of
Current Asset Collateral, including all contingent rights with respect to
warranties on Inventory or accounts which are not yet “payment intangibles” (as
defined in Article 9 of the UCC).

     

     

    “DBNY” has the meaning assigned
to that term in the Recitals to this Agreement.

     

     

    “DBSI” has the meaning assigned
to that term in the Recitals to this Agreement.

     

     

    “Deposit Accounts” means,
collectively, (i) all “deposit accounts” (as defined in Article 9 of the UCC)
and all accounts and sub-accounts relating to any of the foregoing accounts and
(ii) all cash, funds, checks, notes and instruments from time to time held in or
on deposit in any of the accounts or sub-accounts described in clause (i) of
this definition.

     

     

    “Designated Fixed Asset Collateral
Representative” means, as of the date of this Agreement and for so long
as any Obligations under the Term Loan Agreement remain outstanding, the Term
Loan Collateral Agent, and at any time following the Discharge of Term Loan
Obligations, such Person as is designated as the “Designated Fixed Asset
Collateral Representative” by the Additional Pari Passu Claimholders holding a
majority of the aggregate Additional Pari Passu Obligations outstanding at any
given time.

     

     

    “DIP Financing” has the meaning
assigned to that term in Section 6.1.

     

     

    “Discharge of Additional Pari Passu
Obligations” means, except to the extent otherwise expressly provided in
Section 5.5:

     

     

    (a)
payment in full in cash of the principal of and interest (including
Post-Petition Interest), on all Indebtedness outstanding under all Additional
Pari Passu Credit Documents and constituting Additional Pari Passu Obligations
secured by such Collateral (including any Refinancings of any thereof to the
extent such Refinancings thereof constitute Additional Pari Passu
Obligations);

     

     

    (b)
payment in full in cash of all other Additional Pari Passu Obligations that are
due and payable or otherwise accrued and owing at or prior to the time such
principal and interest are paid (other than any indemnification obligations for
which no claim or demand for payment, whether oral or written, has been made at
such time); and

     

     

    (c)
termination or expiration of all commitments, if any, to extend credit that
would constitute Additional Pari Passu Obligations (including any Refinancings
of any thereof).

     

     

    If a
Discharge of any Additional Pari Passu Obligations occurs prior to the
termination of this Agreement in accordance with Section 8.2, to the extent that
Additional Pari Passu Obligations are incurred or Additional Pari Passu
Obligations are reinstated in accordance with Sections 4.4 or 6.4, the Discharge
of Additional Pari Passu Obligations shall (effective upon the incurrence of
such Additional Pari Passu Obligations or reinstatement of such Additional Pari
Passu Obligations, as applicable) be deemed to no longer be
effective.

     

     

    “Discharge of Revolving Credit
Obligations” means, except to the extent otherwise expressly provided in
Section 5.5:

     


    
      
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    (a)
payment in full in cash of the principal of and interest (including
Post-Petition Interest), on all Indebtedness outstanding under the Revolving
Credit Facility Credit Documents and constituting Revolving Credit Obligations
(including any Refinancings of any thereof to the extent such Refinancings
thereof constitute Revolving Credit Obligations);

     

     

    (b)
payment in full in cash of all other Revolving Credit Obligations that are due
and payable or otherwise accrued and owing at or prior to the time such
principal and interest are paid (other than any indemnification obligations for
which no claim or demand for payment, whether oral or written, has been made at
such time);

     

     

    (c)
termination or expiration of all commitments, if any, to extend credit that
would constitute Revolving Credit Obligations (including any Refinancings of any
thereof); and

     

     

    (d)
termination of all letters of credit, bank guarantees and similar instruments
issued or otherwise outstanding under the Revolving Credit Facility Credit
Documents and constituting Revolving Credit Obligations or providing cash
collateral or backstop letters of credit reasonably acceptable to the Revolving
Credit Facility Administrative Agent in an amount equal to 103% of the aggregate
undrawn face amount of such letters of credit, bank guarantees and similar
instruments (in a manner reasonably satisfactory to the Revolving Credit
Facility Administrative Agent).

     

     

    If a
Discharge of Revolving Credit Obligations occurs prior to the termination of
this Agreement in accordance with Section 8.2, to the extent that additional
Revolving Credit Obligations are incurred or Revolving Credit Obligations are
reinstated in accordance with Sections 4.4 or 6.4, the Discharge of Revolving
Credit Obligations shall (effective upon the incurrence of such additional
Revolving Credit Obligations or reinstatement of such Revolving Credit
Obligations, as applicable) be deemed to no longer be effective.

     

     

    “Discharge of Term Loan
Obligations” means, except to the extent otherwise expressly provided in
Section 5.5:

     

     

    (a)
payment in full in cash of the principal of and interest (including
Post-Petition Interest), on all Indebtedness outstanding under the Term Loan
Credit Documents and constituting Term Loan Obligations (including any
Refinancings of any thereof to the extent such Refinancings thereof constitute
Term Loan Obligations);

     

     

    (b)
payment in full in cash of all other Term Loan Obligations that are due and
payable or otherwise accrued and owing at or prior to the time such principal
and interest are paid (other than any indemnification obligations for which no
claim or demand for payment, whether oral or written, has been made at such
time); and

     

     

    (c)
termination or expiration of all commitments, if any, to extend credit that
would constitute Term Loan Obligations (including any Refinancings of any
thereof).

     

     

    If a
Discharge of Term Loan Obligations occurs prior to the termination of this
Agreement in accordance with Section 8.2, to the extent that additional Term
Loan Obligations are incurred or Term Loan Obligations are reinstated in
accordance with Sections 4.4 or 6.4, the Discharge of Term Loan Obligations
shall (effective upon the incurrence of such additional Term Loan Obligations or
reinstatement of such Term Loan Obligations, as applicable) be deemed to no
longer be effective.

     

     

    “Disposition” has the meaning
assigned to that term in Section 5.1(b).

     


    
      
        9 


      

      
         


        
          

        

      

      
         


      

    

     

    “Enforcement Notice” means a
written notice delivered, at a time when a Revolving Credit Facility Default,
Term Loan Default or Additional Pari Passu Loan Default has occurred and is
continuing, by either (a) in the case of a Revolving Credit Facility Default,
the Revolving Credit Facility Administrative Agent or the Revolving Credit
Facility Collateral Agent to the Term Loan Collateral Agent and each Additional
Pari Passu Debt Representative; (b) in the case of a Term Loan Default, the Term
Loan Administrative Agent or the Term Loan Collateral Agent to the Revolving
Credit Facility Collateral Agent and each Additional Pari Passu Debt
Representative or (c) in the case of an Additional Pari Passu Loan Default, such
applicable Additional Pari Passu Debt Representative to the Term Loan Collateral
Agent, Revolving Credit Facility Collateral Agent and each other Additional Pari
Passu Debt Representative, in each case, announcing that an Enforcement Period
has commenced, specifying the relevant event of default, stating the current
balance of the Revolving Credit Obligations, the Term Loan Obligations or the
applicable Additional Pari Passu Obligations, as applicable, and requesting the
current balance of the Term Loan Obligations (in the case of a notice sent by
the Revolving Credit Facility Collateral Agent) or the Revolving Credit
Obligations (in the case of a notice sent by the Term Loan Collateral Agent), as
applicable.

     

     

    “Enforcement Period” means the
period of time following the receipt by any of the Revolving Credit Facility
Administrative Agent, the Term Loan Administrative Agent or any Additional Pari
Passu Debt Representative of an Enforcement Notice until the earliest of (i) in
the case of an Enforcement Period commenced by the Term Loan Collateral Agent,
the Discharge of Term Loan Obligations, (ii) in the case of an Enforcement
Period commenced by the Revolving Credit Facility Administrative Agent or the
Revolving Credit Facility Collateral Agent, the Discharge of Revolving Credit
Obligations, (iii) in the case of an Enforcement Period commenced by any
Additional Pari Passu Debt Representative, the Discharge of Additional Pari
Passu Obligations of such Series, (iv) the Revolving Credit Facility
Administrative Agent, the Term Loan Administrative Agent or any Additional Pari
Passu Debt Representative (as applicable) agrees in writing to terminate the
Enforcement Period, or (v) the date on which the Revolving Credit Facility
Default, the Term Loan Default or the Additional Pari Passu Loan Default that
was the subject of the Enforcement Notice relating to such Enforcement Period
has been cured to the satisfaction of the Revolving Credit Facility Agent (in
the case of a Revolving Credit Facility Default), or the Term Loan
Administrative Agent (in the case of a Term Loan Default), or the applicable
Additional Pari Passu Debt Claimholders (in the case of a Additional Pari Passu
Loan Default), as applicable, or waived in writing in accordance with the
requirements of the applicable Credit Agreement.

     

     

    “Equipment”
means:  (i) all “equipment” (as defined in Article 9 of the UCC), (ii)
all machinery, manufacturing equipment, data processing equipment, computers,
office equipment, furnishings, furniture, appliances, “fixtures” (as defined in
Article 9 of the UCC) and tools (in each case, regardless of whether
characterized as equipment under the UCC) and (iii) all accessions or additions
thereto, all parts thereof, whether or not at any time of determination
incorporated or installed therein or attached thereto, and all replacements
therefor, wherever located, now or hereafter existing, including any
fixtures.

     

     

    “Fixed Asset Collateral” means
all Collateral other than the Current Asset Collateral and including
all:  (a) Equipment; (b) Real Estate Assets; (c) Intellectual
Property; (d) Fixed Asset General Intangibles; (e) documents of title related to
Equipment; (f) Records, “supporting obligations” (as defined in Article 9 of the
UCC), commercial tort claims or other claims and causes of action, in each case,
to the extent related primarily to any of the foregoing; (g) Capital Stock owned
by any Grantor and Intercompany Notes; and (h) substitutions, replacements,
accessions, products and proceeds (including insurance proceeds, licenses,
royalties, income, payments, claims, damages and proceeds of suit) of any or all
of the foregoing.

     


    
      
        10 


      

      
         


        
          

        

      

      
         


      

    

     

    “Fixed Asset General
Intangibles” means all General Intangibles which are not Current Asset
General Intangibles.

     

     

    “GAAP” means generally accepted
accounting principles in the United States applied on a consistent
basis.

     

     

    “General Intangibles” means all
present and future “general intangibles” (as defined in Article 9 of the UCC),
but excluding “payment intangibles” (as defined in Article 9 of the UCC),
Hedging Agreements and Intellectual Property and any rights
thereunder.

     

     

    “Governmental Authority” means
the government of the United States or any other nation, or of any political
subdivision thereof, whether state, provincial or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).

     

     

    “Grantors” means the (i)
Company, (ii) each of the Term Loan Subsidiary Guarantors, (iii) each other
Person that has or from time to time hereafter guarantees any of the Term Loan
Obligations and executes and delivers a Term Loan Security Document as a
“grantor” or “pledgor” (or the equivalent thereof), (iv) each of the Revolving
Credit Facility Subsidiary Guarantors that is also a Term Loan Subsidiary
Guarantor, (v) each other person that has or from time to time hereafter
guarantees any of the U.S. Obligations (as defined in the Revolving Credit
Agreement) and executes and delivers a Revolving Credit Facility Guarantor
Security Document as a “grantor” or “pledgor” (or the equivalent thereof) (but
only if such person has also guaranteed or provided security for the Term Loan
Obligations); (vi) each of the Additional Pari Passu Subsidiary Guarantors, and
(vii) and each other person that has or from time to time hereafter guarantees
any of the Additional Pari Passu Obligations as a “grantor” or “pledgor” (or the
equivalent thereof) (but only if such person has also guaranteed or provided
security for the Term Loan Obligations and the Revolving Credit
Obligations).

     

     

    “GSCP” has the meaning assigned
to that term in the Recitals to this Agreement.

     

     

    “Hedging Agreement” means any
interest rate protection agreement, foreign currency exchange agreement,
commodity price protection agreement or other interest or currency exchange rate
or commodity price hedging arrangement and all other similar agreements or
arrangements designed to alter the risks of any Person arising from fluctuations
in interest rate, currency values or commodity prices.

     

     

    “Indebtedness” means and
includes all Obligations that constitute “Indebtedness” within the meaning of
the Term Loan Agreement or the Revolving Credit Agreement, as
applicable.

     

     

    “Insolvency or Liquidation
Proceeding” means:

     

     

    (a) any
voluntary or involuntary case or proceeding under the Bankruptcy Code or any
other Bankruptcy Law with respect to any Grantor;

     

     

    (b) any
other voluntary or involuntary insolvency, reorganization, winding-up or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding with respect to any Grantor or with respect
to a material portion of their respective assets (other than any merger or
consolidation, liquidation or dissolution not involving bankruptcy or insolvency
that is expressly permitted pursuant to Section 6.03 of the Term Loan Agreement
and of the Revolving Credit Agreement and the comparable provision, if any, of
any Additional Pari Passu Loan Agreement);

     


    
      
        11 


      

      
         


        
          

        

      

      
         


      

    

     

    (c) any
liquidation, dissolution, reorganization or winding up of any Grantor whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy
(other than any merger or consolidation, liquidation or dissolution not
involving bankruptcy or insolvency that is expressly permitted pursuant to
Section 6.03 of the Term Loan Agreement and of the Revolving Credit Agreement
and the comparable provision, if any, of any Additional Pari Passu Loan
Agreement);

     

     

    (d) any
case or proceeding seeking arrangement, adjustment, protection, relief or
composition of any debt or other property of any Grantor;

     

     

    (e) any
case or proceeding seeking the entry of an order of relief or the appointment of
a custodian, receiver, trustee or other similar proceeding with respect to any
Grantor or any property or Indebtedness of any Grantor;

     

     

    (f) any
assignment for the benefit of creditors or any other marshalling of assets and
liabilities of any Grantor; or

     

     

    (g) any
analogous step or procedure under applicable laws of any
jurisdiction.

     

     

    “Instruments” means all present
and future “instruments” (as defined in Article 9 of the UCC).

     

     

    “Intellectual Property” means,
collectively, with respect to any Grantor, all intellectual and similar property
rights of every kind and nature, whether arising under United States,
multinational or foreign laws or otherwise, including Patents, Copyrights,
Intellectual Property Licenses, Trademarks, Trade Secrets, intangible rights in
software and databases not otherwise included in the foregoing, and all rights
corresponding thereto throughout the world (including the right to sue and to
collect proceeds), and all embodiments or fixations thereof and related
documentation, registrations and franchises, and all additions, improvements and
accessions to, and Books and Records describing or used in connection with, any
of the foregoing.

     

     

    “Intellectual Property
Licenses” means, collectively, with respect to each Grantor, all
agreements pursuant to which such Grantor receives or grants any right in, to,
or under Intellectual Property, including license agreements, distribution
agreements and covenants not to sue (regardless of whether such agreements and
covenants are contained within an agreement that also covers other matters, such
as development or consulting) with respect to any Patent, Trademark, Copyright,
Trade Secrets or other Intellectual Property, whether such Grantor is a licensor
or licensee, distributor or distributee under any such agreement, together with
any and all (i) amendments, renewals, extensions, supplements and continuations
thereof, and (ii) income, fees, royalties, damages, claims and payments now and
hereafter due and/or payable there-under and with respect thereto including
damages and payments for past, present or future infringements or violations
thereof.

     

     

    “Intercompany Notes” means all
indebtedness owing by any of the Company or its Subsidiaries to any Grantor,
whether or not represented by a note or agreement.

     

     

    “Intercreditor Agreement
Joinder” means an agreement substantially in the form of Exhibit A
attached hereto.

     

     

    “Inventory” mean all present
and future “inventory” (as defined in Article 9 of the UCC), and in any event,
including all goods held for sale or lease or to be furnished under contracts of
service or so leased or furnished, all raw materials, work in process, finished
goods, and materials used or consumed in the manufacture, packing, shipping,
advertising, selling, leasing, furnishing or production of such

     


    
      
        12 


      

      
         


        
          

        

      

      
         


      

    

     

    inventory
or otherwise used or consumed in any Grantor’s business; the purchaser’s
interest in any goods being manufactured pursuant to any contract or other
arrangement with a supplier, all goods in transit from suppliers (whether or not
evidenced by a document of title); all goods in which any Grantor has an
interest in mass or a joint or other interest or right of any kind; and all
goods which are returned to or repossessed by any Grantor, all computer programs
embedded in any goods and all accessions thereto and products thereof (in each
case, regardless of whether characterized as inventory under the
UCC).

     

     

    “Lender” means each Term Loan
Lender, each Revolving Credit Lender and each Additional Pari Passu
Lender.

     

     

    “Letter of Credit” means any
present and future “letter of credit” (as defined in Article 5 of the
UCC).

     

     

    “Letter of Credit Right” means
any present and future “letter-of-credit right” (as defined in Article 9 of the
UCC).

     

     

    “Lien” means, with respect to
any Property, (a) any mortgage, deed of trust, deed to secure debt, lien,
pledge, encumbrance, charge, assignment, hypothecation or security interest in
or on such Property, or any arrangement to provide priority or preference or any
filing of any financing statement under the UCC or any other similar notice of
lien under any similar notice or recording statute of any Governmental
Authority, including any easement, right-of-way or other encumbrance on title to
Real Property, in each of the foregoing cases whether voluntary or imposed by
law, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such Property, (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities, (d) in the case
of any investment property or deposit account, any contract or other agreement
under which any third party has the right to control such investment property or
deposit account and (e) any other agreement intended to give or create any of
the foregoing.

     

     

    “Mortgaged Premises” means any
Real Estate Asset which shall now or hereafter be subject to a Term Loan
Mortgage or an Additional Pari Passu Mortgage.

     

     

    “New Agent” has the meaning
assigned to that term in Section 5.5.

     

     

    “New Debt Notice” has the
meaning assigned to that term in Section 5.5.

     

     

    “Notice of Occupancy” has the
meaning assigned to that term in Section 3.3(b).

     

     

    "Notifying Agent" has the
meaning assigned to such term in Section 3.3(b).

     

     

    “Obligations” means all
Revolving Credit Obligations, all Term Loan Obligations and all Additional Pari
Passu Obligations.

     

     

    “Patents” means, collectively,
all United States and foreign patents, patent applications, certificates of
inventions, and industrial designs, together with any and all (i) rights and
privileges arising under applicable law with respect to any of the foregoing,
(ii) inventions and improvements described and claimed therein, (iii) reissues,
divisions, continuations extensions and continuations-in-part thereof and
amendments thereto, (iv) income, fees, royalties, damages, claims and payments
now or hereafter due and/or payable thereunder and with respect thereto
including damages and payments for past, present or future infringements or
other violations thereof, (v) rights corresponding thereto throughout the world
and (vi) rights to sue for past, present or future infringements or other
violations thereof.

     


    
      
        13 


      

      
         


        
          

        

      

      
         


      

    

     

    “Person” means and includes
natural persons, corporations, limited partnerships, general partnerships,
limited liability companies, limited liability partnerships, joint stock
companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and Governmental Authorities.

     

     

    “Plan” means any “Plan” as
defined in the Term Loan Agreement.

     

     

    “Pledged Collateral” has the
meaning assigned to that term in Section 5.4(a).

     

     

    “Post-Petition Interest” means
interest, fees, expenses and other charges that pursuant to the Term Loan
Agreement, the Revolving Credit Agreement or any Additional Pari Passu Loan
Agreement, continue to accrue after the commencement of any Insolvency or
Liquidation Proceeding or would continue to accrue but for the commencement of
any Insolvency or Liquidation Proceeding, whether or not such interest, fees,
expenses and other charges are allowed or allowable under the Bankruptcy Law or
in any such Insolvency or Liquidation Proceeding.

     

     

    “Property” or “property” means any right,
title or interest in or to property or assets of any kind whatsoever, whether
real, personal or mixed and whether tangible or intangible and including any
ownership interests of any Person.

     

     

    “Real Estate Asset” means, at
any time of determination, any interest (fee, leasehold or otherwise) then owned
by any Grantor in any Real Property.

     

     

    “Real Property” means,
collectively, all right, title and interest (including any leasehold, mineral or
other estate) in and to any and all parcels of or interests in real property
owned, leased or operated by any Person, whether by lease, license or other
means, together with, in each case, all easements, hereditaments and
appurtenances relating thereto, all improvements and appurtenant fixtures and
equipment, all general intangibles and contract rights and other property and
rights incidental to the ownership, lease or operation thereof.

     

     

    “Records” means all present and
future “records” (as defined in Article 9 of the UCC).

     

     

    “Recovery” has the meaning
assigned to that term in Section 6.4.

     

     

    “Refinance” means, in respect
of any Indebtedness, to refinance (including by means of sale of debt securities
to institutional investors), extend, increase, renew, defease, amend, modify,
supplement, restructure, replace (whether upon termination or otherwise), refund
or repay, or to issue other Indebtedness, in exchange or replacement for, such
Indebtedness in whole or in part, and the terms “Refinanced” and “Refinancing” shall have
meanings correlative thereto.

     

     

    “Revolving Credit Agreement”
has the meaning assigned to that term in the Recitals to this
Agreement.

     

     

    “Revolving Credit Claimholders”
means, at any relevant time, the holders of Revolving Credit Obligations at that
time, including the Revolving Credit Lenders, the Issuers (as defined in the
Revolving Credit Agreement), the agents under the Revolving Credit Facility
Credit Documents, any Revolving Credit Facility Approved
Counterparties.

     

     

    “Revolving Credit Commitments”
means the “Revolving Credit Commitments” (as such term is defined in the
Revolving Credit Agreement).

     


    
      
        14 


      

      
         


        
          

        

      

      
         


      

    

     

    “Revolving Credit Facility
Administrative Agent” has the meaning assigned to that term in the
preamble to this Agreement.

     

     

    “Revolving Credit Facility
Agents” means the Revolving Credit Facility Administrative Agent and the
Revolving Credit Facility Collateral Agent.

     

     

    “Revolving Credit Facility Approved
Counterparty” means the Revolving Credit Facility Administrative Agent,
any Revolving Credit Facility Lender or any Affiliate of any of
them.

     

     

    “Revolving Credit Facility
Borrowers” means the Company, Solutia Europe SPRL/BVBA, a private limited
liability company incorporated under Belgian law with registered office Chaussée
de Boondael 6, 1050 Bruxelles, registered with the Crossroads Bank for
Enterprises under number 0460.474.440, Commercial Court of Brussels (formerly
known as Solutia Europe SA/NV, a limited liability company) (“Solutia Europe”);
Flexsys SA/NV, a Belgian limited liability company (“société anonyme”/“naamloze vennootschap”),
having its registered office at Boondaalsesteenweg 6, 1050 Brussels, Belgium and
registered with the Legal Entities Register (RPM/RPR Brussels) under enterprise
number 454.045.419, and any other Person that becomes a “Borrower” under the
Revolving Credit Agreement in accordance with the terms thereof.

     

     

    “Revolving Credit Facility Cap
Amount” means $450.0 million.

     

     

    “Revolving Credit Facility Collateral
Agent” has the meaning assigned to that term in the preamble to this
Agreement.

     

     

    “Revolving Credit Facility Credit
Documents” means the Revolving Credit Agreement and the other “Loan
Documents” (as defined in the Revolving Credit Agreement), each Cash Management
Document and each of the other agreements, documents and instruments providing
for or evidencing any other Revolving Credit Obligation, and any other document
or instrument executed or delivered at any time in connection with any Revolving
Credit Obligations, including any intercreditor or joinder agreement among
holders of Revolving Credit Obligations to the extent such are effective at the
relevant time, as each may be amended, restated, supplemented, increased,
modified, replaced, renewed, extended or Refinanced from time to time in
accordance with the provisions of this Agreement.

     

     

    “Revolving Credit Facility
Default” means an “Event of Default” (as defined in the Revolving Credit
Agreement).

     

     

    “Revolving Credit Facility Grantor
Collateral” means all of the assets and property of any Grantor, whether
real, personal or mixed, with respect to which a Lien is granted or purported to
be granted under the Revolving Credit Grantor Security Documents as security for
any Revolving Credit Obligations.

     

     

    “Revolving Credit Facility Grantor
Security Documents” means each Revolving Credit Facility Security
Document with respect to which any Grantor is a party.

     

     

    “Revolving Credit Facility Security
Documents” means the “Security Documents” (as defined in the Revolving
Credit Agreement) and any other agreement, document or instrument pursuant to
which a Lien is granted or purported to be granted to secure any Revolving
Credit Obligations or under which rights or remedies with respect to such Liens
are governed.

     

     

    “Revolving Credit Facility Subsidiary
Guarantor” means a “Subsidiary Guarantor” (as defined in the Revolving
Credit Agreement).

     


    
      
        15 


      

      
         


        
          

        

      

      
         


      

    

     

    “Revolving Credit Lenders”
means the “Lenders” under and as defined in the Revolving Credit
Agreement.

     

     

    “Revolving Credit Obligations”
means, collectively, (a) the loans made under the Revolving Credit Agreement,
reimbursement obligations in respect of letters of credit, bank guarantees and
similar instruments issued or otherwise outstanding under the Revolving Credit
Agreement and all other amounts, obligations, covenants and duties owing by the
Revolving Credit Facility Borrowers and any Revolving Credit Facility Subsidiary
Guarantors to any Revolving Credit Facility Agent, any Revolving Credit Lender,
any Affiliate of any of them or any “Indemnitee” (as defined in the Revolving
Credit Agreement), of every type and description (whether by reason of an
extension of credit, loan, guaranty, indemnification or otherwise), present or
future, arising under the Revolving Credit Agreement or any other Revolving
Credit Facility Credit Document, whether direct or indirect (including those
acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired and whether or not evidenced
by any note, guaranty or other instrument or for the payment of money, including
all fees, interest (including interest accruing after the maturity of the loans
under the Revolving Credit Agreement and Post-Petition Interest), charges,
expenses, attorneys’ fees and disbursements and other sums chargeable to the
Revolving Credit Facility Borrowers or any Revolving Credit Facility Subsidiary
Guarantors under the Revolving Agreement or any other Revolving Credit Facility
Credit Document and (b) the due and punctual payment and performance of all Cash
Management Obligations of the Revolving Credit Facility Borrowers and any
Revolving Credit Facility Subsidiary Guarantors.

     

     

    Notwithstanding
the foregoing, if the sum of (x) the aggregate principal amount of Indebtedness
constituting principal outstanding under the Revolving Credit Agreement and the
other Revolving Credit Facility Credit Documents (other than Indebtedness in
respect of Cash Management Obligations of the Revolving Credit Facility
Borrowers and the Revolving Credit Facility Subsidiary Guarantors ) plus (y) the
aggregate face amount of any outstanding letters of credit, bank guarantees and
similar instruments issued under the Revolving Credit Agreement, exceeds the
Revolving Credit Facility Cap Amount, then only that portion of such
Indebtedness and such aggregate face amount of letters of credit, bank
guarantees and similar instruments equal to the Revolving Credit Facility Cap
Amount plus Cash Management Obligations of the Revolving Credit Facility
Borrowers and the Revolving Credit Facility Subsidiary Guarantors shall be
included in Revolving Credit Obligations and interest, fees, expenses and
indemnification obligations with respect to such Indebtedness and letters of
credit, bank guarantees and similar instruments shall only constitute Revolving
Credit Obligations to the extent related to Indebtedness and the face amounts of
letters of included in the Revolving Credit Obligations; provided that
notwithstanding the foregoing, “Revolving Credit Obligations”
shall include, if applicable, Indebtedness pursuant to a DIP Financing to the
extent permitted pursuant to Section 6.1(a).

     

     

    “Revolving Credit Standstill
Period” has the meaning assigned to that term in Section
3.2(a)(1).

     

     

    “Securities” means any stock,
shares, partnership interests, voting trust certificates, certificates of
interest or participation in any profit-sharing agreement or arrangement,
options, warrants, bonds, debentures, notes, or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as “securities” or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

     

     

    “Securities Accounts” means all
present and future “securities accounts” (as defined in Article 8 of the UCC),
including all cash, funds, “uncertificated securities” and “securities
entitlements” (in each case, as defined in Article 8 of the UCC) from time to
time held therein or on deposit therein.

     


    
      
        16 


      

      
         


        
          

        

      

      
         


      

    

     

    “Series” means, with respect to
any Additional Pari Passu Obligations, each Additional Pari Passu Obligations
incurred pursuant to any Additional Pari Passu Loan Agreement, which pursuant to
any Additional Joinder Agreement are intended to constitute Additional Pari
Passu Obligations hereunder.

     

     

    “Subsidiary” means, with
respect to any Person (“parent”), (i) any corporation,
limited liability company, association or other business entity of which more
than 50% of the outstanding Capital Stock having ordinary voting power to elect
a majority of the board of directors of such corporation, limited liability
company, association or other business entity (irrespective of whether at the
time any other class or classes of Capital Stock of such corporation, limited
liability company, association or other business entity shall or might have
voting power upon the occurrence of any contingency) is at the time directly or
indirectly owned by the parent, by the parent and one or more other Subsidiaries
of the parent, or by one or more other Subsidiaries of the parent; (ii) any
partnership of which more than 50% of the outstanding partnership interests
having the power to act as a general partner of such partnership (irrespective
of whether at the time any partnership interests other than general partnership
interests of such partnership shall or might have voting power upon the
occurrence of any contingency) are at the time directly or indirectly owned by
the parent, by the parent and one or more other Subsidiaries of the parent, or
by one or more other Subsidiaries of the parent; or (iii) any other Person that
is otherwise Controlled by the parent, by the parent and one or more other
Subsidiaries of the parent, or by one or more other Subsidiaries of the
parent.  Unless otherwise indicated, when used in this Agreement, the
term “Subsidiary” shall refer to a Subsidiary of the Company.

     

     

    “Term Loan Administrative
Agent” has the meaning assigned to that term in the preamble to this
Agreement.

     

     

    “Term Loan Agents” means the
Term Loan Administrative Agent and the Term Loan Collateral Agent.

     

     

    “Term Loan Agreement” has the
meaning assigned to that term in the Recitals to this Agreement, provided that, for
purposes of this Agreement only, no Additional Pari Passu Credit Document shall
be deemed to be a Term Loan Agreement.

     

     

    “Term Loan Approved
Counterparty” means the counterparty to a Term Loan Hedging Agreement
entered into by the Company or any Term Loan Subsidiary Guarantor.

     

     

    “Term Loan Cap Amount” means,
at any time, $1.45 billion minus the
Indebtedness constituting outstanding principal with respect to any Additional
Pari Passu Obligations.

     

     

    “Term Loan Claimholders” means,
at any relevant time, the holders of Term Loan Obligations at that time,
including the Term Loan Lenders, the agents under the Term Loan Credit
Documents, any Term Loan Approved Counterparties.

     

     

    “Term Loan Collateral” means
all of the assets and property of any Grantor, whether real, personal or mixed,
with respect to which a Lien is granted or purported to be granted under any
Term Loan Security Documents as security for any Term Loan
Obligations.

     

     

    “Term Loan Collateral Agent”
has the meaning assigned to that term in the preamble to this
Agreement.

     

     

    “Term Loan Credit Documents”
means the Term Loan Agreement and the other “Loan Documents” (as defined in the
Term Loan Agreement), each Term Loan Hedging Agreement and each of

     


    
      
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    the other
agreements, documents and instruments providing for or evidencing any other Term
Loan Obligation, and any other document or instrument executed or delivered at
any time in connection with any Term Loan Obligations, including any
intercreditor or joinder agreement among holders of Term Loan Obligations, to
the extent such are effective at the relevant time, as each may be amended,
restated, supplemented, modified, renewed, increased, replaced, extended or
Refinanced from time to time in accordance with the provisions of this
Agreement, provided that, for
purposes of this Agreement only, no Additional Pari Passu Credit Document shall
be deemed to be a Term Loan Credit Document.

     

    “Term Loan Default” means an
“Event of Default” (as defined in the Term Loan Agreement).

     

     

    “Term Loan Hedging Agreement”
means each “Pari Passu Secured Hedging Agreement” (as defined in the Term Loan
Agreement).

     

     

    “Term Loan Lenders” means the
“Lenders” under and as defined in the Term Loan Agreement.

     

     

    “Term Loan Mortgages” means a
collective reference to each mortgage, deed of trust and other document or
instrument under which any Lien on any Real Estate Asset owned by any Grantor is
granted to secure any Term Loan Obligations or under which rights or remedies
with respect to any such Liens are governed.

     

    “Term Loan Obligations” means,
collectively, (a) the loans made under the Term Loan Agreement and all other
amounts, obligations, covenants and duties owing by the Company and any Term
Loan Subsidiary Guarantors to any Term Loan Agent, any Term Loan Lender, any
Affiliate of any of them or any “Indemnitee” (as defined in the Term Loan
Agreement), of every type and description (whether by reason of an extension of
credit, loan, guaranty, indemnification or otherwise), present or future,
arising under the Term Loan Agreement or any other Term Loan Credit Document,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising and however
acquired and whether or not evidenced by any note, guaranty or other instrument
or for the payment of money, including all fees, interest (including interest
accruing after the maturity of the loans under the Term Loan Agreement and
Post-Petition Interest), charges, expenses, attorneys’ fees and disbursements
and other sums chargeable to the Company or any Term Loan Subsidiary Guarantor
under the Term Loan Agreement or any other Term Loan Credit Document and (b) the
due and punctual payment and performance of all obligations of the Company and
the Term Loan Subsidiary Guarantors under each Term Loan Hedging
Agreement.

     

    Notwithstanding
the foregoing, if the aggregate amount of Indebtedness constituting principal
outstanding under the Term Loan Agreement and the other Term Loan Credit
Documents (other than Indebtedness in respect of Term Loan Hedging Agreements)
is in excess of the Term Loan Cap Amount, then only that portion of such
Indebtedness equal to the Term Loan Cap Amount plus obligations in respect of
Term Loan Hedging Agreements shall be included in Term Loan Obligations and
interest, fees, expenses and indemnification obligations with respect to such
Indebtedness shall only constitute Term Loan Obligations to the extent related
to Indebtedness included in the Term Loan Obligations; provided that
notwithstanding the foregoing, “Term Loan Obligations” shall
include, if applicable, Indebtedness pursuant to a DIP Financing to the extent
permitted pursuant to Section 6.1(b).

     

    “Term Loan Security Documents”
means the “Security Documents” (as defined in the Term Loan Agreement) and any
other agreement, document or instrument pursuant to which a Lien is granted or
purported to be granted to secure any Term Loan Obligations or under which
rights or remedies with respect to such Liens are governed.

     


    
      
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    “Term Loan/Additional Pari Passu
Standstill Period” has the meaning assigned to that term in Section
3.1(a)(1).

     

     

    “Term Loan Subsidiary
Guarantor” means a “Subsidiary Guarantor” (as defined in the Term Loan
Agreement).

     

     

    “Trademarks” means,
collectively, all United States, state, and foreign
trademarks,  service marks, certification marks, slogans, logos,
certification marks, trade dress, internet domain names, corporate names, trade
names, and other source or business identifiers, whether registered or
unregistered (whether statutory or common law and whether established or
registered in the United States or any other country or any political
subdivision thereof), together with any and all (i) registrations and
applications for any of the foregoing, (ii) good-will connected with the use
thereof and symbolized thereby, (iii) rights and privileges arising under
applicable law with respect to the use of any of the foregoing, (iv) renewals
thereof and amendments thereto, (v) income, fees, royalties, damages and
payments now and hereafter due and/or payable thereunder and with respect
thereto, including damages, claims and payments for past, present or future
infringements, dilutions or other violations thereof, (vi) rights corresponding
thereto throughout the world and (vii) rights to sue for past, present and
future infringements, dilutions or other violations thereof.

     

     

    “Trade Secrets” means all trade
secrets and all other confidential or proprietary information and know-how,
whether or not such information has been reduced to a writing or other tangible
form, together with all (i) rights and privileges arising under applicable law
with respect to the use of any of the foregoing, (ii) income, fees, royalties,
damages and payments now and hereafter due and/or payable thereunder and with
respect thereto, including damages, claims and payments for past, present or
future misappropriation or other violations thereof, (iii) rights corresponding
thereto throughout the world and (iv) rights to sue for past, present and future
misappropriation or other violations thereof.

     

     

    “UCC” means the Uniform
Commercial Code as from time to time in effect in the State of New York; provided that in the
event that, by reason of mandatory provisions of law, any of the attachment,
perfection or priority of any Collateral Agent’s or any secured party’s security
interest in any Collateral is governed by the Uniform Commercial Code as in
effect from time to time in a jurisdiction other than the State of New York, the
term “UCC” shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such attachment,
perfection or priority and for purposes of definitions related to such
provisions.

     

     

    1.2. Terms
Generally.  The definitions of terms in this Agreement shall
apply equally to the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”.  The word “will” shall be construed to
have the same meaning and effect as the word “shall”.  Unless the
context requires otherwise:

     

     

    (a) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, restated, supplemented, modified, renewed or
extended;

     

     

    (b) any
reference herein to any Person shall be construed to include such Person’s
permitted successors and assigns;

     

     

    (c) the
words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof;

     


    
      
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    (d) all
references herein to Sections shall be construed to refer to Sections of this
Agreement;

     

     

    (e) all
references to terms defined in the UCC in effect in the State of New York shall
have the meaning ascribed to them therein (unless otherwise specifically defined
herein); and

     

     

    (f) the
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract
rights.

     

     

    SECTION
2.  Lien
Priorities.

     

     

    2.1 Relative
Priorities.  Notwithstanding the date, time, method, manner or
order of grant, attachment or perfection of any Liens securing the Term Loan
Obligations granted on the Collateral, any Liens securing any Additional Pari
Passu Obligations granted on the Collateral (or any portion thereof) or of any
Liens securing the Revolving Credit Obligations granted on the Collateral and
notwithstanding any provision of any UCC, or any other applicable law or the
Revolving Credit Facility Credit Documents, the Term Loan Credit Documents
or any of the Additional Pari Passu Credit Documents or any defect or
deficiencies in, or failure to perfect, the Liens securing the Revolving Credit
Obligations, the Term Loan Obligations or any Additional Pari Passu
Obligations or any or any other circumstance whatsoever, the Revolving Credit
Facility Collateral Agent, on behalf of itself and the Revolving Credit
Claimholders, the Term Loan Collateral Agent, on behalf of itself and the Term
Loan Claimholders and each Additional Pari Passu Debt Representative, on behalf
of itself and the applicable Series of Additional Pari Passu Claimholders,
hereby agree that:

     

     

    (a) any Lien
on the Current Asset Collateral securing any Revolving Credit Obligations,
whether now or hereafter held by or on behalf of the Revolving Credit Facility
Collateral Agent or any Revolving Credit Claimholders or any agent or trustee
therefor, regardless of how acquired, whether by grant, possession, statute,
operation of law, subrogation or otherwise, shall be senior in right, priority,
operation and all other respects to all Liens on the Current Asset Collateral
securing any Term Loan Obligations or any Additional Pari Passu
Obligations;

     

     

    (b) any Lien
on the Fixed Asset Collateral securing any (i) Term Loan Obligations, whether
now or hereafter held by or on behalf of the Term Loan Collateral Agent, any
Term Loan Claimholders or any agent or trustee therefor or (ii) any Additional
Pari Passu Obligations, whether now or hereafter held by or on behalf of the any
Additional Pari Passu Debt Representative, any Additional Pari Passu
Claimholders or any agent or trustee therefore, in each case regardless of how
acquired, whether by grant, possession, statute, operation of law, subrogation
or otherwise, shall be senior in right, priority, operation and all other
respects to all Liens on the Fixed Asset Collateral securing any Revolving
Credit Obligations; and

     

     

    (c) any Lien
on the Collateral securing any Term Loan Obligations whether now or hereafter
held by or on behalf of the Term Loan Collateral Agent, any Term Loan
Claimholders or any agent or trustee therefor regardless of how acquired,
whether by grant, possession, statute, operation of law, subrogation or
otherwise, shall be pari passu in right, priority, operation and all other
respects to all Liens on the Collateral securing any Additional  Pari
Passu Obligations, whether now or hereafter held by or on behalf of such
Additional Pari Passu Debt Representative, such Additional Pari Passu
Claimholders or any agent or trustee therefor regardless of how acquired,
whether by grant, possession, statute, operation of law, subrogation or
otherwise.

     

     

    
      
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    2.2 Prohibition on Contesting
Liens.  Each of the Term Loan Collateral Agent, for itself and
on behalf of each Term Loan Claimholder, each Additional Pari Passu Debt
Representative, for itself and on behalf of each applicable Series of Additional
Pari Passu Claimholders and the Revolving Credit Facility Collateral Agent, for
itself and on behalf of each Revolving Credit Claimholder, agrees that it will
not (and hereby waives any right to) contest or support any other Person in
contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the perfection, priority, validity or enforceability of a Lien held
by or on behalf of any of the Revolving Credit Claimholders, any of the Term
Loan Claimholders or any of the Additional Pari Passu Claimholders in the
Collateral, or the provisions of this Agreement; provided that nothing
in this Agreement shall be construed to prevent or impair the rights of either
Agent or any Revolving Credit Claimholder, Term Loan Claimholder of any
Additional Pari Passu Claimholder to enforce this Agreement, including the
provisions of this Agreement relating to the priority of the Liens securing the
Obligations as provided in Sections 2.1, 3.1 and 3.2.  The Term Loan
Collateral Agent, for itself and on behalf of each Term Loan Claimholder, and
each Additional Pari Passu Debt Representative, on behalf of itself and the
applicable series of Additional Pari Passu Claimholders acknowledges that
the  Revolving Credit Obligations are secured by collateral granted by
European Loan Parties (as such term is defined in the Revolving Credit
Agreement) and, in furtherance of this agreement, agrees that it will not
(and hereby waives any right to) contest or support any other Person in
contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the perfection, priority, validity or enforceability of a Lien held
by or on behalf of any of the Revolving Credit Claimholders in any such
collateral.

     

     

    2.3 No New
Liens.  So long as the Discharge of Revolving Credit
Obligations, the Discharge of Term Loan Obligations and the Discharge of
Additional Pari Passu Obligations have not occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against one or
more of the Company or any other Grantor, the parties hereto agree that neither
the Company nor any other Grantor nor any other Subsidiary that is required to
be a Grantor pursuant to the terms of the Term Loan Credit Documents,
shall:

     

     

    (a) grant or
permit any Liens on any of its property to secure any Term Loan Obligations
unless it has granted or concurrently grants a Lien on such property to secure
the Revolving Credit Obligations and, to the extent applicable and constituting
property that is Common Collateral or is of the type that is meant to be
security for such Additional Pari Passu Obligations, any Series of
Additional Pari Passu Obligations; or

     

     

    (b) grant or
permit any Liens on any of its property to secure any Revolving Credit
Obligations (other than cash collateralization of Revolving Credit
Obligations consisting of Letters of Credit (as such term is defined in the
Revolving Credit Agreement) unless it has granted or concurrently grants a Lien
on such property to secure the Term Loan Obligations or, to the extent
applicable and constituting property that is Common Collateral or is of the type
that is meant to be security for such Additional Pari Passu
Obligations, any Series of Additional Pari Passu Obligations;
or

     

     

    (c) grant or
permit any Liens on any of its property to secure any Series of Additional Pari
Passu Obligations unless it has granted or concurrently grants Liens on
such property to secure the Term Loan Obligations and the Revolving
Credit Obligations pursuant to the terms of such Credit Agreements.

     

     

    To the
extent any additional Liens are granted on any asset or property pursuant to
this Section 2.3, the priority of such additional Liens shall be determined in
accordance with Section 2.1.  In addition, to the extent that the
foregoing provisions are not complied with for any reason, without limiting any
other rights and remedies available hereunder, the Revolving Credit Facility
Collateral Agent, on behalf of the Revolving Credit Claimholders, the Term Loan
Collateral Agent, on behalf of the Term Loan

     


    
      
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    Claimholders,
and each Additional Pari Passu Debt Representative, on behalf of the applicable
Additional Pari Passu Claimholders, agree that any amounts received by or
distributed to any of them pursuant to or as a result of Liens granted in
contravention of this Section 2.3 shall be subject to Section 4.2.

     

     

    2.4 Similar Liens and
Agreements.  The parties hereto agree that it is their
intention that the Revolving Credit Facility Grantor Collateral, the Term Loan
Collateral and the Additional Pari Passu Collateral be identical (other than (i)
cash collateralization of Revolving Credit Obligations consisting of Letters of
Credit (as such term is defined in the Revolving Credit Agreement) pursuant to
the terms of the Revolving Credit Agreement and (ii) in the case of Additional
Pari Passu Obligations, property that is not Common Collateral or is not of the
type of property that is meant to be security for such Additional Pari Passu
Obligations).  In furtherance of the foregoing and of Section 8.8, the
parties hereto agree, subject to the other provisions of this Agreement
(including Section 5.3):

     

     

    (a) upon
request by the Revolving Credit Facility Collateral Agent, the Term Loan
Collateral Agent or any Additional Pari Passu Debt Representative, to cooperate
in good faith from time to time in order to determine the specific items
included in the Revolving Credit Facility Grantor Collateral, the Term Loan
Collateral and the applicable Additional Pari Passu Collateral and the steps
taken to perfect their respective Liens thereon and the identity of the
respective parties obligated under the Revolving Credit Facility Credit
Documents, the Term Loan Credit Documents and the Additional Pari Passu Credit
Documents; and

     

     

    (b) that the
Revolving Credit Facility Grantor Security Documents, the Term Loan Security
Documents and the Additional Pari Passu Security Documents and guarantees
delivered by Grantors for the Revolving Credit Obligations, the Term Loan
Obligations and, to the extent applicable and practicable, Additional Pari Passu
Obligations, subject to Section 5.3, shall be in all material respects the same
forms of documents other than with respect to differences to reflect the nature
of the lending arrangements and the respective Obligations secured thereunder
and, to the extent relevant, the priority of the Liens granted thereunder with
respect to the Fixed Asset Collateral and the Current Asset Collateral (and, in
the case of Additional Pari Passu Obligations, any differences reflecting that
such Obligations may be secured by only a subset of the
Collateral).

     

     

    SECTION
3.  Enforcement.

     

     

    3.1 Exercise of Remedies
– Restrictions on the Term
Loan Collateral Agent and Additional Pari Passu Debt
Representatives.

     

     

    (a) Until the
Discharge of Revolving Credit Obligations has occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against any
Grantor, the Term Loan Collateral Agent, the Term Loan Claimholders, the
Additional Pari Passu Debt Representatives and the Additional Pari Passu
Claimholders:

     

     

    (1) will not
seek to have a trustee, receiver, liquidator or similar official appointed for
or over, attempt any action to take possession of, or otherwise exercise or seek
to exercise any rights or remedies with respect to any Current Asset Collateral
(including the exercise of any right of setoff or any right under any Account
Agreement with respect to Deposit Accounts or Securities Accounts) or institute
any action or proceeding with respect to such rights or remedies (including
any action of foreclosure); provided that the
Term Loan Collateral Agent or any Additional Pari Passu Debt Representative may
exercise any or all such rights or remedies after the passage of a period of at
least 180 days has elapsed since the later of: (A) the date on which any Term
Loan Agent or Additional Pari Passu Debt Representative, as applicable, first
declared the existence of a Term Loan Default or an Additional Pari Passu Loan
Default, as applicable, and demanded the repayment of all the principal amount
of any

     


    
      
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    Term Loan
Obligations or applicable Additional Pari Passu Obligations, as applicable; and
(B) the date on which the Revolving Credit Facility Administrative Agent and the
other Additional Pari Passu Debt Representatives received notice from the Term
Loan Collateral Agent or any Additional Pari Passu Debt Representative of such
declaration of a Term Loan Default or an Additional Pari Passu Loan Default, as
applicable, and demand for repayment (the “Term Loan/Additional Pari Passu Standstill
Period”); provided, further, that
notwithstanding anything herein to the contrary, in no event shall any of the
Term Loan Collateral Agent, the Term Loan Claimholder, Additional Pari Passu
Debt Representative or Additional Pari Passu Claimholder exercise any rights or
remedies with respect to the Current Asset Collateral (unless (x) the final step
triggering the “one action rule” or any similar legal provision in any
applicable state has occurred and (y) the applicable Term Loan Claimholder or
Additional Pari Passu Claimholder has provided written notice to the Revolving
Credit Claimholders and any other Additional Pari Passu Claimholders no later
than five days prior to the commencement of such final step of its exercise of
any rights or remedies permitted hereunder) if, notwithstanding the expiration
of the Term Loan/Additional Pari Passu Standstill Period, the Revolving Credit
Facility Collateral Agent or Revolving Credit Claimholders shall have commenced
and be diligently pursuing the exercise of their rights or remedies with respect
to all or any material portion of such Collateral (prompt notice of such
exercise to be given to the Term Loan Collateral Agent and any applicable
Additional Pari Passu Debt Representative);

     

     

    (2) will not
contest, protest or object to, or otherwise interfere with, any foreclosure
proceeding or action brought by the Revolving Credit Facility Collateral Agent
or any Revolving Credit Claimholder or any other exercise by the Revolving
Credit Facility Collateral Agent or any Revolving Credit Claimholder of any
rights and remedies relating to the Current Asset Collateral, whether under the
Revolving Credit Facility Credit Documents or otherwise; and

     

     

    (3) subject
to their rights under clause (a)(1) above and except as may be permitted in
Section 3.1(c), will not object to the forbearance by the Revolving Credit
Facility Collateral Agent or any of the Revolving Credit Claimholders from
bringing or pursuing any Collateral Enforcement Action;

     

    provided that, in the
case of (1), (2) and (3) above, the Liens granted to secure the Term Loan
Obligations of the Term Loan Claimholders and the Additional Pari Passu
Obligations of the Additional Pari Passu Claimholders shall attach to the
Proceeds of Collateral (and of Common Collateral, in the case of Additional Pari
Passu Obligations) resulting from any such actions taken by the Revolving Credit
Facility Collateral Agent or any Revolving Credit Claimholder in accordance with
this Agreement (after giving effect to any proper application of such Proceeds
to the Revolving Credit Obligations) subject to the relative priorities
described in Section 2.

     

    (b) Until the
Discharge of Revolving Credit Obligations has occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against any
Grantor, the Term Loan Collateral Agent, for itself and on behalf of the Term
Loan Claimholders, and each Additional Pari Passu Debt Representative, for
itself and on behalf of the applicable Additional Pari Passu Claimholders,
agrees that the Revolving Credit Facility Collateral Agent and the Revolving
Credit Claimholders shall have the right to enforce rights, exercise remedies
(including set-off and the right to credit bid their debt) and, in connection
therewith (including voluntary Dispositions of Current Asset Collateral by the
respective Grantors after a Revolving Credit Facility Default) make
determinations regarding the release, disposition, or restrictions with respect
to the Current Asset Collateral (including exercising remedies under Account
Agreements with respect to Deposit Accounts or Securities Accounts) without any
consultation with or the consent of the Term Loan Collateral Agent, any Term
Loan Claimholder, any Additional Pari Passu Debt Representative or any
Additional Pari Passu Claimholder; provided that the
Lien securing the Term Loan Obligations and Additional Pari Passu Obligations
shall remain on the Proceeds of Common

     


    
      
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    Collateral
(other than those properly applied to the Revolving Credit Obligations) of such
Collateral released or disposed of subject to the relative priorities described
in Section 2.  In exercising rights and remedies with respect to the
Current Asset Collateral, the Term Loan Collateral Agent, for itself and on
behalf of the Term Loan Claimholders, and each Additional Pari Passu Debt
Representative, for itself and on behalf of the applicable Additional Pari Passu
Claimholders agrees that the Revolving Credit Facility Collateral Agent and the
Revolving Credit Claimholders may enforce the provisions of the Revolving Credit
Facility Credit Documents and exercise remedies thereunder, all in such order
and in such manner as they may determine in the exercise of their sole
discretion.  Such exercise and enforcement shall include the rights of
an agent appointed by them to sell or otherwise dispose of the Current Asset
Collateral upon foreclosure, to incur expenses in connection with such sale or
disposition, and to exercise all the rights and remedies of a secured creditor
under the UCC (and any similar or equivalent legislation of any applicable
jurisdiction outside the United States) and of a secured creditor under the
Bankruptcy Laws of any applicable jurisdiction.

     

     

    (c) Notwithstanding
the foregoing, the Term Loan Collateral Agent, and any Term Loan Claimholder,
any Additional Pari Passu Debt Representative or any Additional Pari Passu
Claimholder may:

     

     

    (1) file a
claim or statement of interest with respect to the Term Loan Obligations or the
applicable Additional Pari Passu Obligations, as applicable; provided that an
Insolvency or Liquidation Proceeding has been commenced by or against any
Grantor;

     

     

    (2) take any
action in order to create, perfect, preserve or protect its Lien on any of the
Collateral; provided that such
action shall not be inconsistent with the terms of this Agreement and shall not
be adverse to the priority status of the Liens on the Current Asset Collateral,
or the rights of the Revolving Credit Facility Collateral Agent or the Revolving
Credit Claimholders to exercise remedies in respect thereof;

     

     

    (3) file any
necessary responsive or defensive pleadings in opposition to any motion, claim,
adversary proceeding or other pleading made by any Person objecting to or
otherwise seeking the disallowance of the claims of the Term Loan Claimholders
or the applicable Additional Pari Passu Claimholders, as applicable, including
any claims secured by the Current Asset Collateral, if any, in each case in
accordance with the terms of this Agreement;

     

     

    (4) file any
pleadings, objections, motions or agreements which assert rights or interests
available to unsecured creditors of the Grantors arising under either any
Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each
case not inconsistent with the terms of this Agreement;

     

     

    (5) vote on
any plan of reorganization, file any proof of claim, make other filings and make
any arguments and motions that are, in each case, in accordance with the terms
of this Agreement, with respect to the Term Loan Obligations or the applicable
Additional Pari Passu Obligations and the Fixed Asset Collateral (that, in the
case of Additional Pari Passu Obligations, constitutes Common
Collateral);

     

     

    (6) exercise
any of its rights or remedies with respect to any of the Collateral after the
termination of the Term Loan/Additional Pari Passu Standstill Period to the
extent permitted by Section 3.1(a)(1); and

     

     

    (7) make a
cash bid on all or any portion of the Collateral in any foreclosure proceeding
or action.

     


    
      
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    The Term Loan Collateral Agent, on
behalf of itself and the Term Loan Claimholders, and each Additional Pari Passu
Debt Representative, on behalf of itself and the applicable Additional Pari
Passu Claimholders, agrees that it will not take or receive any Current Asset
Collateral or any Proceeds of such Collateral in connection with the exercise of
any right or remedy (including set-off) with respect to any such Collateral in
its capacity as a creditor in violation of this Agreement.  Without
limiting the generality of the foregoing, unless and until, the Discharge of
Revolving Credit Obligations has occurred, except as expressly provided in this
Section 3.1(c) and Sections 3.1(a) and 6.3(c)(1), the sole right of the Term
Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu
Debt Representative or any Additional Pari Passu Claimholder with respect to the
Current Asset Collateral is to hold a Lien on such Collateral pursuant to the
Term Loan Security Documents or the applicable Additional Pari Passu Security
Documents for the period and to the extent granted therein and to receive a
share of the Proceeds thereof, if any, after the Discharge of Revolving Credit
Obligations has occurred.

     

     

    (d) Subject
to Sections 3.l(a), 3.1(c) and 6.3(c)(1):

     

     

    (1) (x) the
Term Loan Collateral Agent, for itself and on behalf of the Term Loan
Claimholders, agrees that the Term Loan Collateral Agent and the Term Loan
Claimholders will not, and (y) each Additional Pari Passu Debt Representative,
for itself and on behalf of the applicable Additional Pari Passu Claimholders,
agrees that such Additional Pari Passu Debt Representative and such applicable
Additional Pari Passu Claimholders will not, except as not prohibited herein,
take any action that would hinder any exercise of remedies under the Revolving
Credit Facility Credit Documents or that is otherwise prohibited hereunder,
including any sale, lease, exchange, transfer or other disposition of the
Current Asset Collateral, whether by foreclosure or otherwise;

     

     

    (2) (x) the
Term Loan Collateral Agent, for itself and on behalf of the Term Loan
Claimholders, hereby waives any and all rights it or the Term Loan Claimholders
may have and (y) each Additional Pari Passu Debt Representative, for itself
and on behalf of the applicable Additional Pari Passu Claimholders, hereby
waives any and all rights it or the applicable Additional Pari Passu
Claimholders may have in each case, as a junior lien creditor with respect to
the Current Asset Collateral or otherwise to object to the manner in which the
Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders
seek to enforce or collect the Revolving Credit Obligations or the Liens on the
Current Asset Collateral securing the Revolving Credit Obligations granted in
any of the Revolving Credit Facility Credit Documents or to any action that is
not prohibited by this Agreement, regardless of whether any action or failure to
act by or on behalf of the Revolving Credit Facility Collateral Agent or
Revolving Credit Claimholders is adverse to the interest of the Term Loan
Claimholders or such Additional Pari Passu Claimholders; and

     

     

    (3) (x) the
Term Loan Collateral Agent hereby acknowledges and agrees that no covenant,
agreement or restriction contained in any of the Term Loan Security Documents or
any other Term Loan Credit Document (other than this Agreement) shall be deemed
to restrict in any way the rights and remedies of the Revolving Credit Facility
Collateral Agent or the Revolving Credit Claimholders with respect to the
Current Asset Collateral as set forth in this Agreement and the Revolving Credit
Facility Credit Documents and (y) each Additional Pari Passu Debt Representative
hereby acknowledges and agrees that no covenant, agreement or restriction
contained in any of the applicable Additional Pari Passu Security Documents or
any other Additional Pari Passu Credit Document (other than this Agreement)
shall be deemed to restrict in any way the rights and remedies of the Revolving
Credit Facility Collateral Agent or the Revolving Credit Claimholders with
respect to the Current Asset Collateral as set forth in this Agreement and the
Revolving Credit Facility Credit Documents.

     

     

    (e) Except as
otherwise specifically set forth in Sections 3.1(a), 3.1(d) and 3.5, the Term
Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu
Debt

     


    
      
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    Representative
and any Additional Pari Passu Claimholder may exercise rights and remedies as
unsecured creditors against any Grantor (in the case of any Term Loan
Claimholders) or the Company and any applicable Additional Pari Passu Subsidiary
Guarantors (in the case of any Additional Pari Passu Claimholders) and may
exercise rights and remedies with respect to the Fixed Asset Collateral, in each
case, in accordance with the terms of the Term Loan Credit Documents or the
applicable Additional Pari Passu Credit Documents, as applicable, and applicable
law; provided
that in the event that any Term Loan Claimholder or any Additional Pari Passu
Claimholder becomes a judgment Lien creditor in respect of Current Asset
Collateral as a result of its enforcement of its rights as an unsecured creditor
with respect to the Term Loan Obligations or the Applicable Additional Pari
Passu Obligations, such judgment Lien shall be subject to the terms of this
Agreement for all purposes (including in relation to the Revolving Credit
Obligations) as the other Liens securing the Term Loan Obligations and the
Additional Pari Passu Obligations are subject to this Agreement.

     

     

    (f) Nothing
in this Agreement shall prohibit the receipt by the Term Loan Collateral Agent,
any Term Loan Claimholders, any Additional Pari Passu Debt
Representative or any Additional Pari Passu Claimholder of payments of
interest, principal and other amounts owed in respect of the Term Loan
Obligations or the applicable Additional Pari Passu Obligations, so long as such
receipt is not the direct or indirect result of the exercise by the Term Loan
Collateral Agent, any Term Loan Claimholders, any such Additional Pari Passu
Debt Representative or any such Additional Pari Passu Claimholders of rights or
remedies as a secured creditor (including set-off) or enforcement of any Lien
held by any of them, in each case in contravention of this
Agreement.  Nothing in this Agreement impairs or otherwise adversely
affects any rights or remedies the Revolving Credit Facility Collateral Agent or
the Revolving Credit Claimholders may have against the Grantors under the
Revolving Credit Facility Credit Documents, other than with respect to the Fixed
Asset Collateral solely to the extent expressly provided herein.

     

    3.2 Exercise of Remedies
– Restrictions on the Revolving Credit Facility
Collateral Agent

     

    (a) Until the
Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu
Obligations have occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against any Grantor, the Revolving Credit
Facility Collateral Agent and the Revolving Credit Claimholders:

     

    (1) will not
seek to have a trustee, receiver, liquidator or similar official appointed for
or over, attempt any action to take possession of, or otherwise exercise or seek
to exercise any rights or remedies with respect to any Fixed Asset Collateral or
institute any action or proceeding with respect to such rights or remedies
(including any action of foreclosure); provided that the
Revolving Credit Facility Collateral Agent may exercise the rights provided for
in Section 3.3 (with respect to any Access Period) and may exercise any or all
such other rights or remedies after the passage of a period of at least 180 days
has elapsed since the later of: (A) the date on which the Revolving Credit
Facility Administrative Agent or the Revolving Credit Facility Collateral Agent
declared the existence of any Revolving Credit Facility Default and demanded the
repayment of all the principal amount of any Revolving Credit Obligations; and
(B) the date on which the Term Loan Collateral Agent and each Additional Pari
Passu Debt Representative received notice from the Revolving Credit Facility
Collateral Agent of such declaration of a Revolving Credit Facility Default and
demand for repayment (the “Revolving Credit Standstill
Period”); provided, further, that
notwithstanding anything herein to the contrary, in no event shall the Revolving
Credit Facility Collateral Agent or any Revolving Credit Claimholder exercise
any rights or remedies (other than those under Section 3.3) with respect to the
Fixed Asset Collateral (unless (x) the final step triggering the “one action
rule” or any similar legal provision in any applicable state has occurred and
(y) the applicable Revolving Credit Claimholder has provided

     


    
      
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    written
notice to the Term Loan Claimholders and the Additional Pari Passu Claimholders
no later than five days prior to the commencement of such final step of its
exercise of any rights or remedies permitted hereunder) if, notwithstanding the
expiration of the Revolving Credit Standstill Period, the Term Loan Collateral
Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative
or any Series of Additional Pari Passu Claimholders shall have commenced and be
diligently pursuing the exercise of their rights or remedies with respect to all
or any material portion of such Collateral (prompt notice of such exercise to be
given to the Revolving Credit Facility Collateral Agent);

     

     

    (2) will not
contest, protest or object to, or otherwise interfere with, any foreclosure
proceeding or action brought by the Term Loan Collateral Agent, any Term Loan
Claimholder, any Additional Pari Passu Debt Representative or any Additional
Pari Passu Claimholder or any other exercise by the Term Loan Collateral Agent,
any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any
Additional Pari Passu Claimholder of any rights and remedies relating to the
Fixed Asset Collateral, whether under the Term Loan Credit Documents, any
Additional Pari Passu Credit Documents or otherwise; and

     

     

    (3) subject
to their rights under clause (a)(1) above and except as may be permitted in
Section 3.2(c), will not object to the forbearance by the Term Loan Collateral
Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative
or any Additional Pari Passu Claimholder from bringing or pursuing any
Collateral Enforcement Action;

     

    provided that in the
case of (1), (2) and (3) above, the Liens granted to secure the Revolving Credit
Obligations of the Revolving Credit Claimholders shall attach to any Proceeds
resulting from any such actions taken by the Term Loan Collateral Agent, any
Term Loan Claimholder, any Additional Pari Passu Debt Representative or any
Additional Pari Passu Claimholder in accordance with this Agreement (after
giving effect to any proper application of such Proceeds to the Term Loan
Obligations and the Additional Pari Passu Obligations) subject to the relative
priorities described in Section 2.

     

    (b) Until the
Discharge of Term Loan Obligations and the Discharge of any applicable
Additional Pari Passu Obligations has occurred, whether or not any Insolvency or
Liquidation Proceeding has been commenced by or against any Grantor, the
Revolving Credit Facility Collateral Agent, on behalf of itself and the
Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent, the
Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the
Additional Pari Passu Claimholders (with respect to such Common Collateral only)
shall have the right to enforce rights, exercise remedies (including set-off and
the right to credit bid their debt) and, in connection therewith (including
voluntary Dispositions of Fixed Asset Collateral by the respective Grantors
after a Term Loan Default or an Additional Pari Passu Default) make
determinations regarding the release, disposition, or restrictions with respect
to the Fixed Asset Collateral without any consultation with or the consent of
the Revolving Credit Facility Collateral Agent or any Revolving Credit
Claimholder; provided that the
Lien securing the Revolving Credit Obligations shall remain on the Proceeds
(other than those properly applied to the Term Loan Obligations and the
Additional Pari Passu Obligations) of such Collateral released or disposed of
subject to the relative priorities described in Section 2.  In
exercising rights and remedies with respect to the Fixed Asset Collateral, the
Revolving Credit Facility Collateral Agent, on behalf of itself and the
Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent, the
Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the
Additional Pari Passu Claimholders may enforce the provisions of the Term Loan
Credit Documents and the Additional Pari Passu Credit Documents, as applicable,
and exercise remedies thereunder, all in such order and in such manner as they
may determine in the exercise of their sole discretion.  Such exercise
and enforcement shall include the rights of an agent appointed by them to sell
or otherwise dispose of the Fixed Asset Collateral upon foreclosure, to incur
expenses in connection with such sale or disposition, and to exercise all the
rights and remedies of a secured creditor under the UCC (and any similar
or

     


    
      
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    equivalent
legislation of any applicable jurisdiction outside the United States) and of a
secured creditor under the Bankruptcy Laws of any applicable
jurisdiction.

     

     

    (c) Notwithstanding
the foregoing, the Revolving Credit Facility Collateral Agent and any Revolving
Credit Claimholder may:

     

     

    (1) file a
claim or statement of interest with respect to the Revolving Credit Obligations;
provided that
an Insolvency or Liquidation Proceeding has been commenced by or against any
Grantor;

     

     

    (2) take any
action in order to create, perfect, preserve or protect its Lien on any of the
Collateral; provided that such
action shall not be inconsistent with the terms of this Agreement and shall not
be adverse to the priority status of the Liens on the Fixed Asset Collateral, or
the rights of the Term Loan Collateral Agent, any of the Term Loan Claimholders,
any Additional Pari Passu Debt Representative or any Additional Pari Passu
Claimholder to exercise remedies in respect thereof;

     

     

    (3) file any
necessary responsive or defensive pleadings in opposition to any motion, claim,
adversary proceeding or other pleading made by any Person objecting to or
otherwise seeking the disallowance of the claims of the Revolving Credit
Claimholders, including any claims secured by the Fixed Asset Collateral, if
any, in each case in accordance with the terms of this Agreement;

     

     

    (4) file any
pleadings, objections, motions or agreements which assert rights or interests
available to unsecured creditors of the Grantors arising under either any
Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each
case not inconsistent with the terms of this Agreement;

     

     

    (5) vote on
any plan of reorganization, file any proof of claim, make other filings and make
any arguments and motions that are, in each case, in accordance with the terms
of this Agreement, with respect to the Revolving Credit Obligations and the
Current Asset Collateral;

     

     

    (6) exercise
any of its rights or remedies with respect to any of the Collateral after the
termination of the Revolving Credit Standstill Period to the extent permitted by
Section 3.2(a)(1); and

     

     

    (7) make a
cash bid on all or any portion of the Collateral in any foreclosure proceeding
or action.

     

     

    The
Revolving Credit Facility Collateral Agent, on behalf of itself and the
Revolving Credit Claimholders, agrees that it will not take or receive any Fixed
Asset Collateral or any Proceeds of such Collateral in connection with the
exercise of any right or remedy (including set-off) with respect to any such
Collateral in its capacity as a creditor in violation of this
Agreement.  Without limiting the generality of the foregoing, unless
and until the Discharge of Term Loan Obligations and, to the extent applicable
with respect to any specific Common Collateral, the Discharge of Additional Pari
Passu Obligations has occurred, except as expressly provided in this Section
3.2(c) and Sections 3.2(a), 3.3 and 6.3(c)(2), the sole right of the Revolving
Credit Facility Collateral Agent and the Revolving Credit Claimholders with
respect to the Fixed Asset Collateral is to hold a Lien on such Collateral
pursuant to the Revolving Credit Facility Security Documents for the period and
to the extent granted therein and to receive a share of the Proceeds thereof, if
any, after the Discharge of Term Loan Obligations and, to the extent applicable
with respect to any specific Common Collateral, the Discharge of Additional Pari
Passu Obligations has occurred.

     

     

    
      
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    (d) Subject
to Sections 3.2(a), 3.2(c), 3.3 and 6.3(c)(2):

     

     

    (1) the
Revolving Credit Facility Collateral Agent, for itself and on behalf of the
Revolving Credit Claimholders, agrees that the Revolving Credit Facility
Collateral Agent and the Revolving Credit Claimholders will not, except as not
prohibited herein, take any action that would hinder any exercise of remedies
under the Term Loan Credit Documents or the Additional Pari Passu Credit
Documents, or that is otherwise prohibited hereunder, including any sale, lease,
exchange, transfer or other disposition of the Fixed Asset Collateral, whether
by foreclosure or otherwise;

     

     

    (2) the
Revolving Credit Facility Collateral Agent, for itself and on behalf of the
Revolving Credit Claimholders, hereby waives any and all rights it or the
Revolving Credit Claimholders may have as a junior lien creditor with respect to
the Fixed Asset Collateral or otherwise to object to the manner in which the
Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari
Passu Debt Representative or the Additional Pari Passu Claimholders seek to
enforce or collect the Term Loan Obligations, or the applicable Additional Pari
Passu Obligations, as applicable, or the Liens on the Fixed Asset Collateral
securing the Term Loan Obligations granted in any of the Term Loan Credit
Documents or to any action that is not prohibited by this Agreement, regardless
of whether any action or failure to act by or on behalf of the Term Loan
Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt
Representative or the Additional Pari Passu Claimholders is adverse to the
interest of the Revolving Credit Claimholders; and

     

     

    (3) the
Revolving Credit Facility Collateral Agent hereby acknowledges and agrees that
no covenant, agreement or restriction contained in any of the Revolving Credit
Facility Security Documents or any other Revolving Credit Facility Credit
Document (other than this Agreement) shall be deemed to restrict in any way the
rights and remedies of the Term Loan Collateral Agent, the Term Loan
Claimholders, any Additional Pari Passu Debt Representative or the Additional
Pari Passu Claimholders, with respect to the Fixed Asset Collateral as set forth
in this Agreement, the Term Loan Credit Documents and the Additional Pari Passu
Credit Documents.

     

     

    (e) Except as
otherwise specifically set forth in Sections 3.2(a), 3.2(d) and 3.5, the
Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders
may exercise rights and remedies as unsecured creditors against any Grantor and
may exercise rights and remedies with respect to the Current Asset Collateral,
in each case, in accordance with the terms of the Revolving Credit Facility
Credit Documents and applicable law; provided that in the
event that any Revolving Credit Claimholder becomes a judgment Lien creditor in
respect of Fixed Asset Collateral as a result of its enforcement of its rights
as an unsecured creditor with respect to the Revolving Credit Obligations, such
judgment Lien shall be subject to the terms of this Agreement for all purposes
(including in relation to the Term Loan Obligations and, to the extent
applicable with respect to any specific Common Collateral, any Additional Pari
Passu Obligations) as the other Liens securing the Revolving Credit Obligations
are subject to this Agreement.

     

     

    (f) Nothing
in this Agreement shall prohibit the receipt by the Revolving Credit Facility
Collateral Agent or any Revolving Credit Claimholders of payments of interest,
principal and other amounts owed in respect of the Revolving Credit Obligations
so long as such receipt is not the direct or indirect result of the exercise by
the Revolving Credit Facility Collateral Agent or any Revolving Credit
Claimholders of rights or remedies as a secured creditor (including set-off) or
enforcement of any Lien held by any of them, in each case in contravention of
this Agreement.  Nothing in this Agreement impairs or otherwise
adversely affects any rights or remedies the Term Loan Collateral Agent or the
Term Loan Claimholders, any Additional Pari Passu Debt Representative or the
Additional Pari Passu Claimholders may have against the Grantors under the Term
Loan Credit Documents and the Additional

     


    
      
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    Pari
Passu Credit Documents, other than with respect to the Current Asset Collateral
solely to the extent expressly provided herein.

     

     

    3.3 Exercise of Remedies
– Collateral Access
Rights

     

    (a) The
Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent and
each Additional Pari Passu Debt Representative agree not to commence any
Collateral Enforcement Action until the earlier to occur of (i) delivery of an
Enforcement Notice to each other Agent and (ii) the date on which any Insolvency
or Liquidation Proceeding is commenced by or against any Grantor (provided that in the
case of this clause (ii), the relevant Agent shall deliver an Enforcement Notice
to the other Agent promptly following commencement of any such Collateral
Enforcement Action).  Subject to the provisions of Sections 3.1 and
3.2 above, any Agent may, to the extent permitted by applicable law, join in any
judicial proceedings commenced by another Agent to enforce Liens on the
Collateral, provided that no
Agent, nor any of the Revolving Credit Claimholders, the Term Loan Claimholders
or the Additional Pari Passu Claimholders, as the case may be, shall interfere
with the Collateral Enforcement Actions of another with respect to Collateral in
which such other party has the benefit of the priority Lien in accordance
herewith.

     

     

    (b) If either
(x) the Term Loan Collateral Agent, or any agent or representative of the
Term Loan Collateral Agent, or any receiver, or (y) any Additional Pari
Passu Debt Representative or any representative of such Additional Pari Passu
Debt Representative, or any receiver shall obtain possession or physical control
of any of the Mortgaged Premises, the Term Loan Collateral Agent or such
Additional Pari Passu Debt Representative shall promptly notify the Revolving
Credit Facility Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the
Revolving Credit Facility Collateral Agent shall, within ten Business Days
thereafter, notify such Agent sending the Notice of Occupancy (hereinafter, the
“Notifying Agent”) as to whether the Revolving
Credit Facility Collateral Agent desires to exercise access rights under this
Agreement (such notice, an “Access Acceptance Notice”), at
which time the parties shall confer in good faith to coordinate with respect to
the Revolving Credit Facility Collateral Agent’s exercise of such access rights;
provided, that
it is understood and agreed that the Notifying Agent shall obtain possession or
physical control of the Mortgaged Premises in the manner provided in the
applicable Term Loan Security Documents or Additional Pari Passu Security
Documents.  Access rights may apply to differing parcels of Mortgaged
Premises at differing times, in which case, a differing Access Period may apply
to each such parcel.  In the event that the Revolving Credit Facility
Collateral Agent elects to exercise its access rights as provided in this
Agreement, the Notifying Agent agrees, for itself and on behalf of the Term Loan
Claimholders or the applicable Additional Pari Passu Claimholders, as
applicable, that in the event that any Term Loan Claimholder or applicable
Additional Pari Passu Claimholder, as applicable, exercises its rights to sell
or otherwise dispose of any Mortgaged Premises, whether before or after the
delivery of a Notice of Occupancy to the Revolving Credit Facility Collateral
Agent, the Notifying Agent shall (i) provide access rights to the Revolving
Credit Facility Collateral Agent for the duration of the Access Period in
accordance with this Agreement and (ii) if such a sale or other disposition
occurs prior to the Revolving Credit Facility Collateral Agent delivering an
Access Acceptance Notice during the time period provided therefor, or if
applicable, the expiration of the applicable Access Period, shall ensure that
the purchaser or other transferee of such Mortgaged Premises provides the
Revolving Credit Facility Collateral Agent the opportunity to exercise its
access rights, and upon delivery of an Access Acceptance Notice to such
purchaser or transferee, continued access rights to the Revolving Credit
Facility for the duration of the applicable Access Period, in the manner and to
the extent required by this Agreement.

     

    (c) Upon
delivery of notice to the Notifying Agent by the Revolving Credit Facility
Collateral Agent as provided in Section 3.3(b), the Access Period shall
commence for the subject parcel of Mortgaged Premises.  During the
Access Period, the Revolving Credit Facility Collateral Agent and
its

     


    
      
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    agents,
representatives and designees shall have a non-exclusive right to have access
to, and a rent free right to use, the Fixed Asset Collateral for the purpose of
arranging for and effecting the sale or disposition of Current Asset Collateral,
including the production, completion, packaging and other preparation of
such Current Asset Collateral for sale or disposition.  During any
such Access Period, the Revolving Credit Facility Collateral Agent and its
agents, representatives and designees (and Persons employed on their respective
behalves), may continue to operate, service, maintain, process and sell the
Current Asset Collateral, as well as to engage in bulk sales of Current Asset
Collateral.  The Revolving Credit Facility Collateral Agent shall take
proper care of any Fixed Asset Collateral that is used by the Revolving Credit
Facility Collateral Agent during the Access Period and repair and replace any
damage (ordinary wear-and-tear excepted) caused by the Revolving Credit Facility
Collateral Agent or its agents, representatives or designees and the Revolving
Credit Facility Collateral Agent shall comply with all applicable laws in
connection with its use or occupancy of the Fixed Asset
Collateral.  The Revolving Credit Facility Collateral Agent and the
Revolving Credit Claimholders shall (to the extent that there are sufficient
available proceeds of Current Asset Collateral for the purposes of paying such
indemnity) indemnify and hold harmless the Term Loan Collateral Agent, the Term
Loan Claimholders, the Additional Pari Passu Debt Representatives and the
Additional Pari Passu Claimholders for any injury or damage to Persons or
property caused by the acts or omissions of Persons under its
control.  The Revolving Credit Facility Collateral Agent and the
Notifying Agent shall cooperate and use reasonable efforts to ensure that their
activities during the Access Period as described above do not interfere
materially with the activities of the other as described above, including the
right of the Notifying Agent to commence foreclosure of the Term Loan Mortgages
or the Additional Pari Passu Mortgages, as applicable, to show the Fixed Asset
Collateral to prospective purchasers and to ready the Fixed Asset Collateral for
sale.

     

     

    (d) If any
order or injunction is issued or stay is granted or otherwise comes into force
which prohibits the Revolving Credit Facility Collateral Agent from exercising
any of its rights hereunder, then at the Revolving Credit Facility Collateral
Agent’s option, the Access Period granted to the Revolving Credit Facility
Collateral Agent under this Section 3.3 shall be stayed during the period of
such prohibition and shall continue thereafter for the number of days remaining
as required under this Section 3.3.  If the Term Loan Collateral Agent
or any Additional Pari Passu Debt Representative shall foreclose or otherwise
sell any of the Fixed Asset Collateral, the Term Loan Collateral Agent or such
Additional Pari Passu Debt Representative, as applicable, will notify the buyer
thereof of the existence of this Agreement and that the buyer is acquiring the
Fixed Asset Collateral subject to the terms of this Agreement.

     

     

    3.4 Exercise of Remedies
– Intellectual Property
Rights/Access to Information.  The Term Loan Collateral Agent,
on behalf of itself and the Term Loan Claimholders, hereby grants (to the full
extent of the Term Loan Collateral Agent’s rights and interests therein) and
each Additional Pari Passu Debt Representative, on behalf of itself and the
Additional Pari Passu Claimholders, hereby grants (to the full extent of such
Additional Pari Passu’s Agent’s rights and interests therein) the Revolving
Credit Facility Collateral Agent and its agents, representatives and designees,
(a) a royalty free, rent free non-exclusive worldwide license (or sublicense, as
applicable, subject to the terms of the underlying license) and lease (or
sublease, as applicable, subject to the terms of the underlying lease) to use
all of the Fixed Asset Collateral constituting Intellectual Property, solely to
the extent necessary to complete the sale, lease transfer or other disposition
of inventory and (b) a royalty free nonexclusive worldwide license (or
sublicense, subject to the terms of the underlying license) (which will be
binding on any successor or assignee of the Intellectual Property) to use any
and all Intellectual Property, in each case, at any time in connection with its
Collateral Enforcement Action; provided that the
royalty free, rent free non-exclusive license (or sublicense, as applicable) and
lease (or sublease, as applicable) granted in clause (a) shall immediately
expire upon the earlier of (i) the sale, lease, transfer or other disposition of
all such inventory and (ii) the occurrence of the Discharge of Revolving Credit
Obligations.

     


    
      
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    3.5 Exercise of Remedies
– Set Off and Tracing of
and Priorities
in Proceeds.

     

     

    (a) The
Revolving Credit Facility Collateral Agent, for itself and on behalf of the
Revolving Credit Claimholders, acknowledges and agrees that, to the extent the
Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder
exercises its rights of setoff against any Grantors’ Deposit Accounts or
Securities Accounts that contain identifiable Proceeds of Fixed Asset
Collateral, a percentage of the amount of such setoff equal to the percentage
that such Proceeds bear to the total amount on deposit in or credited to
the balance of such Deposit Accounts or Securities Accounts shall be deemed to
constitute Fixed Asset Collateral, which amount shall be held and distributed
pursuant to Section 4.3; provided that the
foregoing shall not apply to any setoff by the Revolving Credit Facility
Collateral Agent against any Current Asset Collateral to the extent applied to
the payment of Revolving Credit Obligations.

     

     

    (b) The Term
Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders,
and each Additional Pari Passu Collateral Agent, for itself and on behalf of the
applicable Additional Pari Passu Claimholders, also agrees that prior to an
issuance of an Enforcement Notice, all funds deposited in a Deposit
Account or a Securities Account that is subject to an Account Agreement in
favor of the Revolving Credit Facility Collateral Agent and constitutes Current
Asset Collateral and then applied to the Revolving Credit Obligations shall be
treated as Current Asset Collateral and, unless the Revolving Credit Facility
Collateral Agent has actual knowledge to the contrary, any claim that payments
made to the Revolving Credit Facility Collateral Agent through the Deposit
Accounts and Securities Accounts that are subject to such Account Agreements,
are Proceeds of or otherwise constitute Fixed Asset Collateral are waived by the
Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari
Passu Debt Representatives and the Additional Pari Passu
Claimholders.

     

     

    (c) The Revolving
Credit Facility Collateral Agent, for itself and on behalf of the Revolving
Credit Claimholders, the Term Loan Collateral Agent, for itself and on behalf of
the Term Loan Claimholders, and each Additional Pari Passu Collateral Agent, for
itself and on behalf of the applicable Additional Pari Passu Claimholders,
further agree that prior to an issuance of an Enforcement Notice, any Proceeds
of Collateral, whether or not deposited in a Deposit Account or a Securities
Account subject to an Account Agreement in favor of the Revolving Credit
Facility Collateral Agent, shall not (as between the Agents, the Revolving
Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu
Claimholders) be treated as Proceeds of Collateral for purposes of determining
the relative priorities in the Collateral.

     

     

    SECTION
4.  Payments.

     

    4.1 Application of
Proceeds.

     

    (a) So long
as the Discharge of Revolving Credit Obligations has not occurred, whether or
not any Insolvency or Liquidation Proceeding has been commenced by or against
any Grantor, all Current Asset Collateral or Proceeds thereof received in
connection with the sale or other disposition of, or collection on, such
Collateral upon the exercise of remedies by the Revolving Credit Facility
Collateral Agent or any Revolving Credit Claimholder, shall be applied by the
Revolving Credit Facility Collateral Agent to the Revolving Credit Obligations
in such order as specified in the relevant Revolving Credit Facility Credit
Documents.  Upon the Discharge of Revolving Credit Obligations,
(A) if the Discharge of Term Loan Obligations and the Discharge of the
Additional Pari Passu Obligations have not occurred, the Revolving Credit
Facility Collateral Agent shall deliver to the Designated Fixed Asset Collateral
Representative, any Common Collateral and Proceeds of Common Collateral held by
it as a result of the exercise of remedies in the same form as received, with
any necessary endorsements or as a court of competent jurisdiction may otherwise
direct to be applied on a ratable basis based on the amount

     


    
      
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    of Term
Loan Obligations then outstanding and the amount of Additional Pari Passu
Obligations then outstanding, in each case secured by such Common Collateral
under the respective Term Loan Credit Documents and Additional Pari Passu Credit
Documents (it being understood that in each case, such proceeds shall be
distributed by each Agent in such order specified in the Term Loan Credit
Documents or the Additional Pari Passu Credit Documents, as applicable) or
(B) if the Discharge of Term Loan Obligations has occurred but the
Discharge of the Additional Pari Passu Obligations has not occurred, to
Designated Fixed Asset Collateral Agent for distribution in accordance with the
applicable Additional Pari Passu Credit Documents, or (C) if the Discharge of
the Additional Pari Passu Obligations has occurred (or no Additional Pari Passu
Obligations are otherwise outstanding for any reason) but the Discharge of Term
Loan Obligations has not occurred, to the Term Loan Administrative Agent for
distribution in accordance with the Term Loan Agreement, or (D) if the Discharge
of Term Loan Obligations and the Discharge of the Additional Pari Passu
Obligations have occurred, the Revolving Credit Facility Collateral Agent shall
direct and deliver such Collateral and Proceeds of Collateral held by it as a
result of the exercise of remedies as a court of competent jurisdiction
directs.

     

     

    (b) So long
as the Discharge of Term Loan Obligations and the Discharge of the Additional
Pari Passu Obligations have not occurred, whether or not any Insolvency or
Liquidation Proceeding has been commenced by or against any Grantor, all Fixed
Asset Collateral or Proceeds thereof received in connection with the sale or
other disposition of, or collection on, such Collateral upon the exercise of
remedies by the Term Loan Collateral Agent, any Term Loan Claimholder, any
Additional Pari Passu Debt Representative or any Additional Pari Passu
Claimholder shall be applied on a ratable basis based on the amount of Term Loan
Obligations and Additional Pari Passu Obligations secured by such Common
Collateral outstanding under the respective Term Loan Credit Documents and
Additional Pari Passu Credit Documents (it being understood that in each case,
such proceeds shall be distributed by each Agent in such order specified in the
Term Loan Credit Documents or the applicable Additional Pari Passu Credit
Documents).  Upon the Discharge of Term Loan Obligations and, to the
extent applicable with respect to Fixed Asset Collateral or proceeds thereof
constituting Common Collateral, upon the Discharge of the Additional Pari
Passu Obligations, (A) if the Discharge of Revolving Credit Obligations has not
occurred, the Term Loan Collateral Agent (to the extent it holds Collateral or
Proceeds of Collateral) and the applicable Additional Pari Passu Debt
Representatives (to the extent any such Additional Pari Passu Debt
Representative holds Collateral or the Proceeds thereof) shall deliver to the
Revolving Credit Facility Collateral Agent any Collateral and Proceeds of
Collateral held by it as a result of the exercise of remedies in the same form
as received, with any necessary endorsements or as a court of competent
jurisdiction may otherwise direct to be applied by the Revolving Credit Facility
Collateral Agent to the Revolving Credit Obligations in such order as specified
in the Revolving Credit Facility Security Documents or (B) if the Discharge of
Revolving Credit Obligations has occurred, the Term Loan Collateral Agent (to
the extent it holds Collateral or Proceeds of Collateral) and the applicable
Additional Pari Passu Debt Representatives (to the extent any such
Additional Pari Passu Debt Representative holds Collateral or the Proceeds
thereof) shall direct and deliver such Collateral and Proceeds of Collateral
held by it as a result of the exercise of remedies as a court of competent
jurisdiction directs.

     

     

    4.2 Payments Over in Violation
of Agreement.  So long as neither the Discharge of Revolving
Credit Obligations nor both the Discharge of Term Loan Obligations and the
Discharge of the Additional Pari Passu Obligations has occurred, whether or not
any Insolvency or Liquidation Proceeding has been commenced by or against any
Grantor, any Collateral or Proceeds thereof (including assets or Proceeds
subject to Liens referred to in the final sentence of Section 2.3) received by
any Agent or any Term Loan Claimholders, Revolving Credit Claimholders or
Additional Pari Passu Claimholders in connection with the exercise of any right
or remedy (including set-off) relating to the Collateral in contravention of
this Agreement shall be segregated and held in trust for and on behalf of, and
forthwith paid over to, the appropriate Agent for the benefit of the Term Loan
Claimholders, the Revolving Credit Claimholders, or Additional Pari Passu
Claimholders, as the case may be, in the same form as received,

     


    
      
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    with any
necessary endorsements or as a court of competent jurisdiction may otherwise
direct.  Each Agent is hereby authorized by each other Agent to make
any such endorsements as agent for the other Agents or any Term Loan
Claimholders or Revolving Credit Claimholders or Additional Pari Passu
Claimholders, as the case may be.  This authorization is coupled with
an interest and is irrevocable until all of the Discharge of Revolving Credit
Obligations, the Discharge of Term Loan Obligations, and the Discharge of the
Additional Pari Passu Obligations have occurred.

     

     

    4.3 Application of
Payments.  Subject to the other terms of this Agreement, all
payments received by (a) the Revolving Credit Facility Collateral Agent or the
Revolving Credit Claimholders may be applied, reversed and reapplied, in whole
or in part, to the Revolving Credit Obligations to the extent provided for in
the Revolving Credit Facility Credit Documents, (b) the Term Loan
Collateral Agent or the Term Loan Claimholders may be applied, reversed and
reapplied, in whole or in part, to the Term Loan Obligations to the extent
provided for in the Term Loan Credit Documents, and (c) each Additional Pari
Passu Debt Representative or the applicable Additional Pari Passu Claimholders
may be applied, reversed and reapplied, in whole or in part, to the applicable
Additional Pari Passu Obligations to the extent provided for in the applicable
Additional Pari Passu Credit Documents.

     

     

    4.4 Reinstatement.

     

     

    (a) To the
extent any payment with respect to any Revolving Credit Obligation (whether by
or on behalf of any Grantor, as Proceeds of security, enforcement of any right
of setoff or otherwise) is declared to be a fraudulent conveyance or a
preference in any respect, set aside or required to be paid to a debtor in
possession, any Term Loan Claimholders or Additional Pari Passu Claimholders,
receiver or similar Person, whether in connection with any Insolvency or
Liquidation Proceeding or otherwise, then the obligation or part thereof
originally intended to be satisfied shall, for the purposes of this Agreement
and the rights and obligations of the Revolving Credit Claimholders, the Term
Loan Claimholders and the Additional Pari Passu Claimholders, be deemed to be
reinstated and outstanding as if such payment had not occurred.  To
the extent that any interest, fees, expenses or other charges (including
Post-Petition Interest) to be paid pursuant to the Revolving Credit Facility
Credit Documents are disallowed by order of any court, including by order of a
Bankruptcy Court in any Insolvency or Liquidation Proceeding, such interest,
fees, expenses and charges (including Post-Petition Interest) shall, as among
the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional
Pari Passu Claimholders, be deemed to continue to accrue and be added to the
amount to be calculated as the “Revolving Credit Obligations.”

     

     

    (b) To the
extent any payment with respect to any Term Loan Obligation or any Additional
Pari Passu Obligation (whether by or on behalf of any Grantor, as Proceeds of
security, enforcement of any right of setoff or otherwise) is declared to be a
fraudulent conveyance or a preference in any respect, set aside or required to
be paid to a debtor in possession, any Revolving Credit Claimholders or any
other Additional Pari Passu Claimholders, receiver or similar Person, whether in
connection with any Insolvency or Liquidation Proceeding or otherwise, then the
obligation or part thereof originally intended to be satisfied shall, for the
purposes of this Agreement and the rights and obligations of the Term Loan
Claimholders, the Revolving Credit Claimholders and any other Additional Pari
Passu Claimholders, be deemed to be reinstated and outstanding as if such
payment had not occurred.  To the extent that any interest, fees,
expenses or other charges (including Post-Petition Interest) to be paid pursuant
to the Term Loan Credit Documents are disallowed by order of any court,
including by order of a Bankruptcy Court in any Insolvency or Liquidation
Proceeding, such interest, fees, expenses and charges (including Post-Petition
Interest) shall, as between the Term Loan Claimholders and the Revolving Credit
Claimholders, be deemed to continue to accrue and be added to the amount to be
calculated as the “Term Loan Obligations.”

     

    
      
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    SECTION
5.  Other
Agreements.

     

    5.1 Releases.

     

     

    (a) (i) If in
connection with the exercise of the Revolving Credit Facility Collateral Agent’s
remedies in respect of any Collateral as provided for in Section 3.1, the
Revolving Credit Facility Collateral Agent, for itself or on behalf of any of
the Revolving Credit Claimholders, releases any of its Liens on any part of the
Current Asset Collateral, then the Liens, if any, of the Term Loan Collateral
Agent, for itself or for the benefit of the Term Loan Claimholders, and the
Liens, if any, of the Additional Pari Passu Debt Representative, for itself or
for the benefit of the Additional Pari Passu Claimholders on the Current Asset
Collateral sold or disposed of in connection with such exercise, shall be
automatically, unconditionally and simultaneously released.  The Term
Loan Collateral Agent, for itself or on behalf of any such Term Loan
Claimholders, and the Additional Pari Passu Debt Representative, for itself or
for the benefit of the Additional Pari Passu Claimholders, promptly shall
execute and deliver to the Revolving Credit Facility Collateral Agent or such
Grantor such termination statements, releases and other documents as the
Revolving Credit Facility Collateral Agent or such Grantor may request to
effectively confirm such release.

     

     

    (ii)           If
in connection with the exercise of the Term Loan Collateral Agent’s remedies or
the Additional Pari Passu Representative’s remedies in respect of any Fixed
Asset Collateral as provided for in Section 3.2, the Term Loan Collateral Agent,
for itself or on behalf of any of the Term Loan Claimholders and the applicable
Additional Pari Passu Debt Representative, on behalf of any of the Additional
Pari Passu Claimholders, each release their respective Liens on any part of
the Fixed Asset Collateral, then the Liens, if any, of the Revolving Credit
Facility Collateral Agent, for itself or for the benefit of the Revolving Credit
Claimholders, on such Fixed Asset Collateral sold or disposed of in connection
with such exercise, shall be automatically, unconditionally and simultaneously
released.  The Revolving Credit Facility Collateral Agent, for itself
or on behalf of any such Revolving Credit Claimholders, promptly shall execute
and deliver to the Term Loan Collateral Agent, the applicable Additional Pari
Passu Debt Representative or such Grantor such termination statements, releases
and other documents as the Term Loan Collateral Agent or such Grantor may
request to effectively confirm such release.

     

     

    (b) If in
connection with any sale, lease, exchange, transfer or other disposition of any
Collateral (collectively, a “Disposition”) permitted under
the terms of each of the Revolving Credit Facility Credit Documents, the
Term Loan Credit Documents and the applicable Additional Pari Passu Credit
Documents, if any (other than in connection with the exercise of the respective
Agent’s rights and remedies in respect of the Collateral as provided for in
Sections 3.1 and 3.2), (i) the Revolving Credit Facility Collateral Agent, for
itself or on behalf of any of the Revolving Credit Claimholders, releases any of
its Liens on any part of the Current Asset Collateral, in each case other than
(A) in connection with the Discharge of Revolving Credit Obligations or (B)
after the occurrence and during the continuance of a Term Loan Default or
Additional Pari Passu Loan Default, then the Liens, if any, of the Term Loan
Collateral Agent, for itself or for the benefit of the Term Loan Claimholders,
and the Liens, if any, of the applicable Additional Pari Passu Debt
Representative, for itself and for the benefit of the applicable Additional Pari
Passu Claimholders, on such Collateral shall, in each case, be automatically,
unconditionally and simultaneously released, and (ii) the Term Loan Collateral
Agent, for itself or on behalf of any of the Term Loan Claimholders, and each
applicable Additional Pari Passu Debt Representative, for itself and for the
benefit of the applicable Additional Pari Passu Claimholders, releases any
of its Liens on any part of the Fixed Asset Collateral, in each case other than
(A) in connection with the Discharge of Term Loan Obligations or the Discharge
of Additional Pari Passu Obligations, or (B) after the occurrence and during the
continuance of a Revolving Credit Facility Default, then the Liens, if any, of
the Revolving Credit Facility Collateral Agent, for itself or for the benefit of
the

     


    
      
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    Revolving
Credit Claimholders, on such Collateral (and, if such Collateral includes the
Capital Stock of any Subsidiary, the Liens on Collateral owned by such
Subsidiary) shall be automatically, unconditionally and simultaneously
released.  The Revolving Credit Facility Collateral Agent, Term Loan
Collateral Agent, each for itself and on behalf of any such Revolving Credit
Claimholders or Term Loan Claimholders, and each Additional Pari Passu Debt
Representative, for itself and for the benefit of the applicable Additional Pari
Passu Claimholders, as the case may be, each shall promptly execute and deliver
to each other Agent or such Grantor such termination statements, releases and
other documents as such other Agent or such Grantor may request to effectively
confirm such release.

     

     

    (c) Until the
Discharge of Revolving Credit Obligations, the Discharge of Term Loan
Obligations and the Discharge of the Additional Pari Passu Obligations shall
occur, the Revolving Credit Facility Collateral Agent, for itself and on behalf
of the Revolving Credit Claimholders, the Term Loan Collateral Agent, for itself
and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Debt
Representative, for itself and for the benefit of the applicable Additional Pari
Passu Claimholders, as the case may be, hereby irrevocably constitutes and
appoints each other Agent and any officer or agent of such other Agent, with
full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Agent or such
holder or in such Agent’s own name, from time to time in such other Agent’s
discretion, for the purpose of carrying out the terms of this Section 5.1, to
take any and all appropriate action and to execute any and all documents and
instruments which may be necessary to accomplish the purposes of this Section
5.1, including any endorsements or other instruments of transfer or
release.

     

     

    (d) Until the
Discharge of Revolving Credit Obligations, the Discharge of Term Loan
Obligations and the Discharge of Additional Pari Passu Obligations shall occur,
to the extent that the Agents, the Revolving Credit Claimholders, the Term Loan
Claimholders or the Additional Pari Passu Claimholders (i) have released any
Lien on Collateral and such Lien is later reinstated or (ii) obtain any new
Liens from any Grantor, then each other Agent, for itself and for the Revolving
Credit Claimholders, Term Loan Claimholders or Additional Pari Passu
Claimholders, as the case may be, shall, subject to the exceptions set forth in
Section 2.3, be granted a Lien on any such Collateral, subject to the lien
priority provisions of this Agreement.

     

     

    5.2 Insurance.

     

    (a) Unless
and until the Discharge of Revolving Credit Obligations has occurred, subject to
the terms of, and the rights of the Grantors under, the Revolving Credit
Facility Credit Documents, the Term Loan Collateral Agent, for itself and on
behalf of the Term Loan Claimholders and Additional Pari Passu Debt
Representative, for itself and on behalf of the Additional Pari Passu
Claimholders, agrees, that (i) the Revolving Credit Facility Collateral Agent
and the Revolving Credit Claimholders shall have the sole and exclusive right to
adjust settlement for any insurance policy covering the Current Asset Collateral
or the Liens with respect thereto in the event of any loss thereunder or with
respect thereto and to approve any award granted in any condemnation or similar
proceeding (or any deed in lieu of condemnation) affecting such Collateral; (ii)
all Proceeds of any such policy and any such award (or any payments with respect
to a deed in lieu of condemnation) if in respect of such Collateral and to the
extent required by the Revolving Credit Facility Credit Documents shall be paid
to the Revolving Credit Facility Collateral Agent for the benefit of the
Revolving Credit Claimholders pursuant to the terms of the Revolving Credit
Facility Credit Documents (including for purposes of cash collateralization of
letters of credit, bank guarantees and similar instruments) and thereafter,
to the extent no Revolving Credit Obligations are outstanding, and subject
to the rights of the Grantors under the Term Loan Credit Documents and the
Additional Pari Passu Credit Documents, to the Term Loan Collateral Agent for
the benefit of the Term Loan Claimholders to the extent required under the Term
Loan Security Documents and the Additional Pari Passu Debt Representative, for
itself and on behalf of the Additional

     


    
      
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    Pari
Passu Claimholders, and then, to the extent no Term Loan Obligations and no
Additional Pari Passu Obligations are outstanding, to the owner of the
subject property, such other Person as may be entitled thereto or as a court of
competent jurisdiction may otherwise direct, and (iii) if the Term Loan
Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt
Representative or any Additional Pari Passu Claimholders shall, at any time,
receive any Proceeds of any such insurance policy or any such award or payment
in contravention of this Agreement, it shall segregate and hold in trust and
forthwith pay such Proceeds over to the Revolving Credit Facility Collateral
Agent in accordance with the terms of Section 4.2.

     

     

    (b) Unless
and until the Discharge of Term Loan Obligations and the Discharge of Additional
Pari Passu Debt have occurred, subject to the terms of, and the rights of
the Grantors under, the Term Loan Credit Documents and the Additional Pari Passu
Credit Documents, the Revolving Credit Facility Collateral Agent, for itself and
on behalf of the Revolving Credit Claimholders, agrees that (i) the Term Loan
Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt
Representatives and the Additional Pari Passu Claimholders shall have the
sole and exclusive right to adjust settlement for any insurance policy covering
the Fixed Asset Collateral or the Liens with respect thereto in the event of any
loss thereunder or with respect thereto and to approve any award granted in any
condemnation or similar proceeding (or any deed in lieu of condemnation)
affecting such Collateral; (ii) all Proceeds of any such policy and any
such award (or any payments with respect to a deed in lieu of condemnation) if
in respect of such Collateral and to the extent required by the Term Loan Credit
Documents and the Additional Pari Passu Credit Documents shall be paid to
Designated Fixed Asset Collateral Representative on behalf of the Term Loan
Collateral Agent for the benefit of the Term Loan Claimholders and the
Additional Pari Passu Debt Representative, for itself and on behalf of
the Additional Pari Passu Claimholders, if any, pursuant to the terms
of the Term Loan Credit Documents and the Additional Pari Passu Credit
Documents and thereafter, to the extent no Term Loan Obligations and no
Additional Pari Passu Obligations are outstanding, and subject to the
rights of the Grantors under the Revolving Credit Facility Credit Documents, to
the Revolving Credit Facility Collateral Agent for the benefit of the Revolving
Credit Claimholders to the extent required under the Revolving Credit Facility
Security Documents and then, to the extent no Revolving Credit Obligations are
outstanding, to the owner of the subject property, such other Person as may be
entitled thereto or as a court of competent jurisdiction may otherwise direct,
and (iii) if the Revolving Credit Facility Collateral Agent or any Revolving
Credit Claimholder shall, at any time, receive any Proceeds of any such
insurance policy or any such award or payment in contravention of this
Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds
over to the Designated Fixed Asset Collateral Representative on behalf of
the Term Loan Collateral Agent and the Additional Pari Passu Debt
Representative in accordance with the terms of Section 4.2.

     

     

    (c) To
effectuate the foregoing, each Agent shall each receive separate lender’s loss
payable endorsements naming themselves as loss payee and additional insured, as
their interests may appear, with respect to policies which insure Collateral
hereunder.  To the extent any Proceeds are received for business
interruption or for any liability or indemnification and those Proceeds are not
compensation for a casualty loss with respect to the Fixed Asset Collateral,
such Proceeds shall first be applied to repay the Revolving Credit Obligations
(to the extent required pursuant to the Revolving Credit Agreement) and then be
applied, to the extent required by the Term Loan Credit Documents or the
applicable Additional Pari Passu Credit Documents, to the Term Loan Obligations
and the applicable Additional Pari Passu Obligations ratably.

     

     

    5.3 Amendments to Revolving
Credit Facility
Credit Documents, the Term Loan Credit
Documents and
the Additional
Pari Passu Credit Documents;
Refinancing.

     

     

    
      
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    (a) The Term
Loan Credit Documents and the Additional Pari Passu Credit Documents may be
amended, supplemented or otherwise modified in accordance with their respective
terms and the Term Loan Agreement and each Additional Pari Passu Loan
Agreement may be Refinanced, in each case, without notice to, or the
consent of the Revolving Credit Facility Collateral Agent or the Revolving
Credit Claimholders, all without affecting the lien subordination or other
provisions of this Agreement; provided that, in
each case, the holders of such Refinancing debt bind themselves in a writing
addressed to the Revolving Credit Facility Collateral Agent and the Revolving
Credit Claimholders to the terms of this Agreement and any such amendment,
supplement, modification or Refinancing shall not, without the consent of the
Revolving Credit Facility Collateral Agent:

     

    (1) increase
the sum of the then outstanding aggregate principal amount of the Term Loan
Agreement in excess of the Term Loan Cap Amount;

     

    (2) increase
the “Applicable Margin” or similar component of the interest rate by more than
3% per annum at any level of the pricing grid applicable thereto (excluding
increases resulting from the accrual of interest at the default rate);
or

     

    (3) contravene
any provision of this Agreement.

     

    (b) The
Revolving Credit Facility Credit Documents may be amended, supplemented or
otherwise modified in accordance with their terms and the Revolving Credit
Agreement may be Refinanced, in each case, without notice to, or the consent of
the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari
Passu Debt Representative or the Additional Pari Passu Claimholders, all without
affecting the lien subordination or other provisions of this Agreement; provided that the
holders of such Refinancing debt bind themselves in a writing addressed to the
Term Loan Collateral Agent, the Term Loan Claimholders, the applicable
Additional Pari Passu Debt Representative and the applicable Additional Pari
Passu Claimholders to the terms of this Agreement and any such amendment,
supplement, modification or Refinancing shall not, without the consent of the
Term Loan Collateral Agent and any Additional Pari Passu Debt
Representative:

     

    (1) except to
the extent permitted pursuant to Section 6.1(a), increase the aggregate
commitments of the Revolving Credit Lenders to an amount greater than the
Revolving Credit Facility Cap Amount;

     

    (2) increase
the “Applicable Margin” or similar component of the interest rate by more than
3% per annum at any level of the pricing grid applicable thereto (excluding
increases resulting from the accrual of interest at the default rate);
or

     

    (3) contravene
any provision of this Agreement.

     

    (c) Each of
the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent
and each Additional Pari Passu Debt Representative shall use good faith
efforts to notify each other party of any written amendment or modification to
the Revolving Credit Agreement, the Term Loan Agreement and any applicable
Additional Pari Passu Loan Agreement, but the failure to do so shall not create
a cause of action against the party failing to give such notice or create any
claim or right on behalf of any third party.

     

    (d) Except to
the extent such legend would be prohibited by or inconsistent with the laws of
any applicable jurisdiction outside of the United States, each of the Revolving
Credit Facility Administrative Agent, the Term Loan Administrative Agent and
each Additional Pari Passu Debt Representative will cause to be clearly,
conspicuously and prominently inserted on the face of each

     


    
      
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    Revolving
Credit Facility Security Document, each Term Loan Security Document and each
Additional Pari Passu Security Document to which a Grantor is a party, as well
as any renewals or replacements thereof, the following legend “This instrument,
the rights and obligations evidenced hereby, and the liens created hereunder,
are subordinate in the manner and to the extent set forth in the Intercreditor
Agreement, dated as of February 28, 2008, by and among SOLUTIA INC., a Delaware
corporation (the “Company”), each of the Company’s Subsidiaries party thereto
from time to time and CITIBANK, N.A. (“Citi”), in its capacity as administrative
agent for the holders of the Term Loan Obligations, and as collateral agent for
the holders of the Term Loan Obligations, Citi, in its capacity as
administrative agent for the holders of the Revolving Credit Obligations,
and as collateral agent for the holders of the Revolving Credit Obligations, and
[insert applicable
Additional Pari Passu
Loan Agreement
description], as amended from time to time; and each holder of this
instrument, by its acceptance hereof, irrevocably agrees to be bound by the
provisions of the Intercreditor Agreement.”

     

     

    5.4 Bailees for
Perfection.

     

    (a) (i) Each
Agent agrees to hold that part of the Collateral that is in its possession or
control (or in the possession or control of its agents or bailees) (such
Collateral being the “Pledged
Collateral”) as collateral agent for the Revolving Credit Claimholders or
the Term Loan Claimholders or the Additional Pari Passu Claimholders, as the
case may be, and on behalf of and for the benefit of each other Agent (such
bailment being intended, among other things, to satisfy the requirements of
Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any of such other
Agent’s assignees solely for the purpose of perfecting the security interest
granted under the Revolving Credit Facility Credit Documents, the Term Loan
Credit Documents and the applicable Additional Pari Passu Credit Documents,
respectively, subject to the terms and conditions of this Section
5.4.

     

     

    (ii)           To
the extent a junior pledge of or junior lien on any Fixed Asset Collateral
(solely under clause (g) of such definition) is prohibited or unenforceable
under the law of any applicable jurisdiction outside the United States, the Term
Loan Collateral Agent shall accept a Lien on any such Fixed Asset Collateral as
sub-agent for the Revolving Credit Facility Collateral Agent, for the benefit of
the Revolving Credit Claimholders, solely for the purpose of the creation and/or
perfection of Liens in such Fixed Asset Collateral to secure the Revolving
Credit Obligations, and subject to the terms and conditions of this Agreement,
it being expressly understood and agreed that the claims of the Revolving Credit
Claimholders in respect of such Fixed Asset Collateral shall be subordinated to
the claims of the Term Loan Claimholders and any Additional Pari Passu
Claimholders in respect of such Fixed Asset Collateral on the same basis as the
Liens on the other Fixed Asset Collateral securing any Revolving Credit
Obligations are subordinated to the Liens on such other Fixed Asset Collateral
securing any Term Loan Obligations and any Additional Pari Passu Obligations,
and nothing in this Section 5.4 shall affect the status of such Collateral as
Fixed Asset Collateral.

     

     

    (iii)           In
the event the Term Loan Collateral Agent becomes subject to liability, or
suffers any costs, damages or expenses as a result of acting in any such
capacity under Section 5.4(a)(ii) for the Revolving Credit Facility Collateral
Agent or the Revolving Credit Claimholders, (A) the Grantors shall pay,
reimburse, indemnify and hold harmless the Term Loan Collateral Agent for any
such liabilities, costs, damages or expenses subject to the limitation set forth
in Section 9.05 of the Term Loan Agreement (but without giving effect to clause
(B) of the first proviso to Section 9.05(b)) to the extent applicable and (B) in
the event the Grantors fail to so pay, reimburse, indemnify and hold harmless
the Term Loan Collateral Agent, the Revolving Credit Claimholders shall pay,
reimburse, indemnify and hold harmless the Term Loan Collateral Agent for any
such liabilities, costs, damages or expenses.

     

     

    (iv)           To
the extent a junior pledge of or junior lien on any Current Asset Collateral is
prohibited or unenforceable under the law of any applicable jurisdiction outside
the United

     


    
      
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    States,
the Revolving Credit Facility Collateral Agent may, in its sole discretion,
elect to accept a Lien on any such Current Asset Collateral as sub-agent for the
Term Loan Collateral Agent, for the benefit of the Term Loan Claimholders, and
for any applicable Additional Pari Passu Debt Representative, for itself and on
behalf of the Additional Pari Passu Claimholders, solely for the purpose of
the creation and/or perfection of Liens in such Current Asset Collateral to
secure the Term Loan Obligations or the Additional Pari Passu Obligations, as
the case may be, and subject to the terms and conditions of this Agreement, it
being expressly understood and agreed that the claims of the Term Loan
Claimholders and the Additional Pari Passu Claimholders in respect of such
Current Asset Collateral shall be subordinated to the claims of the Revolving
Credit Claimholders in respect of such Current Asset Collateral on the same
basis as the Liens on the other Current Asset Collateral securing any Term Loan
Obligations and any Additional Pari Passu Obligations are subordinated to
the Liens on such other Current Asset Collateral securing any Revolving Credit
Obligations, and nothing in this Section 5.4 shall affect the status of such
Collateral as Current Asset Collateral.

     

     

    (v)           In
the event the Revolving Credit Facility Collateral Agent becomes subject to
liability, or suffers any costs, damages or expenses as a result of acting in
any such capacity under Section 5.4(a)(iv) for the Term Loan Collateral Agent,
the Term Loan Claimholders, the Additional Pari Passu Debt Representative or the
Additional Pari Passu Claimholders, (A) the Grantors shall pay, reimburse,
indemnify and hold harmless the Revolving Credit Facility Collateral Agent for
any such liabilities, costs, damages or expenses subject to the limitation set
forth in Section 9.05 of the Revolving Credit Agreement (but without giving
effect to clause (B) of the first proviso to Section 9.05(b)) to the extent
applicable and (B) in the event the Grantors fail to so pay, reimburse,
indemnify and hold harmless the Revolving Credit Facility Collateral Agent, the
Term Loan Claimholders or Additional Pari Passu Claimholders, as applicable,
shall pay, reimburse, indemnify and hold harmless the Revolving Credit Facility
Collateral Agent for any such liabilities, costs, damages or
expenses.

     

     

    (b) No Agent
shall have any obligation whatsoever to any other Agent, to any Revolving Credit
Claimholder, to any Term Loan Claimholder or to any Additional Pari Passu
Claimholders to ensure that any Collateral is genuine or owned by any of
the Grantors or to preserve rights or benefits of any Person except as expressly
set forth in this Section 5.4.  The duties or responsibilities of the
respective Agents under this Section 5.4 shall be limited solely to (i) holding
the Pledged Collateral as collateral agent and/or bailee in accordance with this
Section 5.4 and delivering the Pledged Collateral upon a Discharge of Revolving
Credit Obligations, a Discharge of Term Loan Obligations or a Discharge of
Additional Pari Passu Obligations, as the case may be, as provided in paragraph
(d) below and (ii) holding a Lien on Fixed Asset Collateral (in the case of the
Term Loan Collateral Agent) or Current Asset Collateral (in the case of the
Revolving Credit Facility Collateral Agent) as sub-agent for the other Agent in
accordance with this Section 5.4.

     

     

    (c) No Agent
acting pursuant to this Section 5.4 shall have by reason of the Revolving Credit
Facility Credit Documents, the Term Loan Credit Documents, the Additional Pari
Passu Credit Documents, this Agreement or any other document a fiduciary
relationship in respect of any other Agent, or any Revolving Credit
Claimholders, any Term Loan Claimholders or any Additional Pari Passu
Claimholders.

     

     

    (d) Upon the
Discharge of Revolving Credit Obligations, the Discharge of Additional Pari
Passu Obligations or the Discharge of Term Loan Obligations, as the case may be,
the Agent under the credit facility which has been discharged shall deliver the
remaining Pledged Collateral in its (or its agents’) possession or control (if
any) together with any necessary endorsements and without recourse or warranty,
first, (i) in
the case of the Additional Pari Passu Debt Representative to the Term Loan
Collateral Agent to the extent the Term Loan Obligations (other than Contingent
Obligations) remain outstanding and if not, then to the Revolving Credit
Facility Agent, (ii) in the case of the

     


    
      
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    Revolving
Credit Facility Agent to the Designated Fixed Asset Collateral Representative on
behalf of the Term Loan Collateral Agent to the extent the Term Loan Obligations
(other than Contingent Obligations) remain outstanding and the Additional Pari
Passu Debt Representatives to the extent of any outstanding Additional Pari
Passu Obligations, and (iii) in the case of the Term Loan Collateral Agent, to
the Designated Fixed Asset Collateral Representative on behalf of the applicable
Additional Pari Passu Debt Representatives to the extent any Additional Pari
Passu Obligations remains outstanding, and second, to the
applicable Grantor to the extent no Revolving Credit Obligations, no Additional
Pari Passu Obligations and no Term Loan Obligations remain outstanding (in
each case, so as to allow such Person to obtain possession or control of such
Pledged Collateral).  Each Agent further agrees, to the extent that
any other Obligations (other than Contingent Obligations) remain outstanding, to
take all other commercially reasonable action as shall be reasonably requested
by the Agent obtaining possession or control, at the sole cost and expense of
such Agent obtaining possession or control or of the Credit Parties, to permit
such other Agent to obtain, for the benefit of the Revolving Credit
Claimholders, the Term Loan Claimholders or the Additional Pari Passu
Claimholders, as applicable, a first-priority security interest in the
Collateral or as a court of competent jurisdiction may otherwise
direct.

     

     

    (e) Subject
to the terms of this Agreement, (i) so long as the Discharge of Revolving Credit
Obligations has not occurred, the Revolving Credit Facility Collateral Agent
shall be entitled to deal with the Pledged Collateral or Collateral within its
“control” in accordance with the terms of this Agreement and other Revolving
Credit Facility Credit Documents, but only to the extent that such Collateral
constitutes Current Asset Collateral, as if the Liens of the Term Loan
Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu
Debt Representative and the Additional Pari Passu Claimholders did not exist and
(ii) so long as the Discharge of Term Loan Obligations and the Discharge of
Additional Pari Passu Obligations have not occurred, the Designated Fixed Asset
Collateral Representative shall be entitled to deal with the Pledged
Collateral or Collateral within its “control” on behalf of the Term Loan
Collateral Agent and the applicable Additional Pari Passu Debt
Representatives in accordance with the terms of this Agreement, the other
Term Loan Credit Documents and the other Additional Pari Passu Credit Documents,
but only to the extent that such Collateral constitutes Fixed Asset Collateral,
as if the Liens of the Revolving Credit Facility Collateral Agent and Revolving
Credit Claimholders did not exist.  In furtherance of the foregoing,
promptly following the Discharge of Revolving Credit Obligations, unless a New
Debt Notice in respect of new Revolving Credit Facility Credit Documents shall
have been delivered as provided in Section 5.5 below, the Revolving Credit
Facility Collateral Agent hereby agrees to deliver, at the cost and expense of
the Grantors, to each financial institution depository or securities
intermediary, if any, that is counterparty to an Account Agreement, written
notice as contemplated in such Account Agreement, directing such financial
institution depository or securities intermediary, as applicable, to comply with
the instructions of the Designated Fixed Asset Collateral Representative on
behalf of the Term Loan Collateral Agent and the applicable Additional Pari
Passu Debt Representative, unless the Discharge of Term Loan Obligations and the
Discharge of Additional Pari Passu Obligations has occurred (as notified to
the Revolving Credit Facility Collateral Agent by the Term Loan Collateral Agent
and applicable Additional Pari Passu Debt Representatives), in which case, such
Account Agreement shall be terminated.

     

     

    (f) Notwithstanding
anything in this Agreement to the contrary:

     

     

    (1) the
Revolving Credit Facility Collateral Agent, for itself and on behalf of the
Revolving Credit Claimholders, agrees that any requirement under any Revolving
Credit Facility Security Document that any Grantor deliver any Collateral that
constitutes Fixed Asset Collateral to the Revolving Credit Facility Collateral
Agent, or that requires any Grantor to vest the Revolving Credit Facility
Collateral Agent with possession or “control” (as defined in the UCC) of any
Collateral that constitutes Fixed Asset Collateral, in each case, shall be
deemed satisfied to the extent that, prior to the Discharge of Term Loan
Obligations and Discharge of Additional Pari Passu Obligations, such
Collateral

     


    
      
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    is
delivered to the Designated Fixed Asset Collateral Representative, or the
Designated Fixed Asset Collateral Representative shall have been vested with
such possession or (unless, pursuant to the UCC, control may be given
concurrently to the Revolving Credit Facility Collateral Agent and the
Designated Fixed Asset Collateral Representative) “control”, in each case,
subject to the provisions of Section 5.4; and

     

     

    (2) the Term
Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders,
and Additional Pari Passu Debt Representative, for itself and on behalf of the
Additional Pari Passu Claimholders, in each case agrees that any requirement
under any Term Loan Security Document or under any Additional Pari Passu Credit
Documents that any Grantor deliver any Collateral that constitutes Current
Asset Collateral to the Term Loan Collateral Agent or to an Additional Pari
Passu Debt Representative, or that requires any Grantor to vest the Term Loan
Collateral Agent or such Additional Pari Passu Debt Representative with
possession or “control” (as defined in the UCC) of any Collateral that
constitutes Current Asset Collateral, in each case, shall be deemed satisfied to
the extent that, prior to the Discharge of Revolving Credit Obligations, such
Collateral is delivered to the Revolving Credit Facility Collateral Agent, or
the Revolving Credit Facility Collateral Agent shall have been vested with such
possession or (unless, pursuant to the UCC, control may be given concurrently to
the Designated Fixed Asset Collateral Representative and the Revolving Credit
Facility Collateral Agent) “control”, in each case, subject to the provisions of
Section 5.4.

     

     

    5.5 When Discharge of Revolving Credit
Obligations,
Discharge of Term Loan Obligations and Discharge of Additional Pari
Passu Obligations Deemed to Not Have
Occurred.  If in connection with the Discharge of Revolving
Credit Obligations, the Discharge of Term Loan Obligations or the Discharge of
Additional Pari Passu Obligations, any of the Grantors substantially
concurrently enter into any Refinancing of any Revolving Credit Obligation, Term
Loan Obligation or Additional Pari Passu Obligations, as the case may be, which
Refinancing is permitted by each of the Term Loan Credit Documents, the
Revolving Credit Facility Credit Documents and the applicable Additional Pari
Passu Credit Documents, then such Discharge of Revolving Credit Obligations,
Discharge of Term Loan Obligations or Discharge of Additional Pari Passu
Obligations, as the case may be, shall automatically be deemed not to have
occurred for all purposes of this Agreement (other than with respect to any
actions taken pursuant to this Agreement as a result of the occurrence of such
Discharge of Revolving Credit Obligations, Discharge of Term Loan Obligations or
Discharge of Additional Pari Passu Obligations, as applicable) and, from and
after the date on which the New Debt Notice is delivered to the appropriate
Agent in accordance with the next sentence, the Indebtedness, liabilities and
other obligations under such Refinancing shall automatically be treated as
Revolving Credit Obligations, Term Loan Obligations or Additional Pari Passu
Obligations for all purposes of this Agreement, including for purposes of
the Lien priorities and rights in respect of Collateral set forth herein, and
the Revolving Credit Facility Collateral Agent, Term Loan Collateral Agent or
Additional Pari Passu Debt Representative, as the case may be, under such new
Revolving Credit Facility Credit Documents, new Term Loan Credit Documents or
new Additional Pari Passu Credit Documents shall be the Revolving Credit
Facility Collateral Agent, the Term Loan Collateral Agent or the Additional Pari
Passu Debt Representative for all purposes of this
Agreement.  Upon receipt of a notice (the “New Debt Notice”) stating that
any of the Grantors have entered into new Revolving Credit Facility Credit
Documents, new Term Loan Credit Documents or new Additional Pari Passu Credit
Documents (which notice shall include a complete copy of the relevant new
documents (but excluding any commitment and fee letters) and provide the
identity and address for notices of the new collateral agent, such agent, the
“New Agent”), each other
Agent shall promptly (a) enter into such documents and agreements (including
amendments or supplements to this Agreement) as such Grantors or such New Agent
shall reasonably request in order to provide to the New Agent the rights
contemplated hereby, in each case consistent in all material respects with the
terms of this Agreement and (b) subject to Section 5.4(f) hereof, deliver to the
New Agent any Pledged Collateral (that is Fixed Asset Collateral, in the
case of a New Agent that is the agent under any new Term Loan Credit Documents
or

     


    
      
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    any new
Additional Pari Passu Credit Documents or that is Current Asset Collateral, in
the case of a New Agent that is the agent under any new Revolving Credit
Facility Credit Documents), held by it together with any necessary endorsements
(or otherwise allow the New Agent to obtain control of such Pledged
Collateral).  The New Agent shall agree in a writing in form and
substance reasonably acceptable to each other Agent and addressed to each other
Agent and to the Revolving Credit Claimholders, the Term Loan Claimholders and
the applicable Additional Pari Passu Claimholders, as the case may be, to be
bound by the terms of this Agreement.  If the new Revolving Credit
Obligations under the new Revolving Credit Facility Credit Documents or the new
Term Loan Obligations under the new Term Loan Credit Documents or the new
Additional Pari Passu Obligations under the new Additional Pari Passu Credit
Documents are secured by property of the Grantors (or any other Subsidiary
that is required to be a Grantor pursuant to the terms of the Term Loan Credit
Documents) that does not also secure the other Obligations, then the other
Obligations shall be secured at such time by a Lien on such property to the same
extent provided in the Revolving Credit Facility Credit Documents, the Term Loan
Security Documents and this Agreement or as required under the applicable
Additional Pari Passu Credit Documents and provided in this
Agreement.

     

     

    SECTION
6.  Insolvency or Liquidation
Proceedings.

     

     

    6.1 Finance and Sale Issues.

     

     

    (a) Until the
Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be
subject to any Insolvency or Liquidation Proceeding and the Revolving Credit
Facility Collateral Agent or the other Revolving Credit Claimholders shall
desire to permit the use of “Cash Collateral” (as such term is defined in
Section 363(a) of the Bankruptcy Code) constituting Current Asset Collateral on
which the Revolving Credit Facility Collateral Agent or any other creditor has a
Lien or to permit any Grantor to obtain financing, whether from the Revolving
Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code
or any similar Bankruptcy Law or pursuant to the order of a court of competent
jurisdiction (“DIP
Financing”) then each of the Term Loan Collateral Agent, on behalf of
itself and the Term Loan Claimholders, and the Additional Pari Passu Debt
Representative, on behalf of the Additional Pari Passu Claimholders, agrees that
it will have been deemed to have consented to, and will raise no objection (nor
support any other Person objecting) to, such Cash Collateral use or DIP
Financing so long as such Cash Collateral use or DIP Financing meets the
following requirements: (i) a judicial finding is made that it is on
commercially reasonable terms, (ii) the aggregate principal amount of the DIP
Financing plus
the aggregate outstanding principal amount of Revolving Credit Obligations
(other than Cash Management Obligations of the Revolving Credit Facility
Borrowers and the Revolving Credit Facility Subsidiary Guarantors) does not
exceed the sum of (I) the Revolving Credit Facility Cap Amount plus (II)
$50,000,000, (iii) the Term Loan Collateral Agent, the Term Loan Claimholders,
the Additional Pari Passu Debt Representatives and the Additional Pari Passu
Claimholders retain the right to object to any ancillary agreements or
arrangements regarding the Cash Collateral use or the DIP Financing that are
materially prejudicial to their interests in the Fixed Asset Collateral, and
(iv) the terms of the DIP Financing (A) do not compel any Grantor to seek
confirmation of a specific plan of reorganization for which all or substantially
all of the material terms are set forth in the DIP Financing documentation or a
related document, (B) do not expressly require the liquidation of the Collateral
prior to a default under the DIP Financing documentation or Cash Collateral
order and (C) do not require that any Lien of the Term Loan Collateral Agent or
any Additional Pari Passu Debt Representative on the Fixed Asset Collateral
be subordinated to or pari passu with the Lien on the Fixed Asset Collateral
securing such DIP Financing.  To the extent the Liens on the Current
Asset Collateral securing the Revolving Credit Obligations are subordinated to
or pari passu with the Liens securing such DIP Financing which meets the
requirements of clauses (i) through (iv) of this Section 6.1(a), the Term Loan
Collateral Agent and each Additional Pari Passu Debt Representative will
subordinate its Liens on the Current Asset Collateral to the Liens securing such
DIP Financing (and all obligations relating thereto)

     


    
      
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    and to
any adequate protection provided to the Revolving Credit Claimholders in respect
of the Current Asset Collateral and to any “carve-out,” including for debtors’
professionals, agreed to by the Revolving Credit Facility Administrative Agent
or the other Revolving Credit Claimholders and will not request adequate
protection or any other relief in connection therewith (except, as expressly
agreed by the Revolving Credit Facility Collateral Agent or to the extent
permitted by Section 6.3).

     

     

    (b) Until the
Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu
Obligations have occurred, if any Grantor shall be subject to any
Insolvency or Liquidation Proceeding and the Term Loan Collateral Agent, the
other Term Loan Claimholders, the applicable Additional Pari Passu Debt
Representative or Additional Pari Passu Claimholders shall desire to permit
the use of “Cash Collateral” (as such term is defined in Section 363(a) of the
Bankruptcy Code) constituting Fixed Asset Collateral on which the Term Loan
Collateral Agent or applicable Additional Pari Passu Debt
Representative has a Lien or to permit any Grantor to obtain DIP Financing,
then the each of the Revolving Credit Facility Collateral Agent, on behalf of
itself and the Revolving Credit Claimholders, the Term Loan Collateral Agent, on
behalf of itself and the other Term Loan Claimholders, and each Additional
Pari Passu Debt Representative, on behalf of itself and the applicable
Additional Pari Passu Claimholders, agrees that it will have been deemed to
have consented to, and will raise no objection (nor support any other Person
objecting) to, such Cash Collateral use or DIP Financing so long as such Cash
Collateral use or DIP Financing meet the following requirements: (i) a judicial
finding is made that it is on commercially reasonable terms, (ii) the aggregate
principal amount of the DIP Financing plus (A) the
aggregate outstanding principal amount of Term Loan Obligations (other than the
Term Loan Obligations in respect of Term Loan Hedging Agreements), plus (B) the
aggregate outstanding principal amount of Additional Pari Passu Obligations
(other than the Additional Pari Passu Obligations in respect of Additional Pari
Passu Debt Hedging Agreements) does not exceed $1.45 billion, (iii) the
Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders
retain the right to object to any ancillary agreements or arrangements regarding
the Cash Collateral use or the DIP Financing that are materially prejudicial to
their interests in the Current Asset Collateral, and (iv) the terms of the DIP
Financing (A) do not compel any Grantor to seek confirmation of a specific plan
of reorganization for which all or substantially all of the material terms are
set forth in the DIP Financing documentation or a related document, (B) do not
expressly require the liquidation of the Collateral prior to a default under the
DIP Financing documentation or Cash Collateral order, and (C) do not require
that any Lien of the Revolving Credit Facility Collateral Agent on the
Current Asset Collateral be subordinated to or pari passu with the Lien on the
Current Asset Collateral securing such DIP Financing.  To the extent
the Liens on the Fixed Asset Collateral securing the Term Loan Obligations and
the applicable Additional Pari Passu Obligations are subordinated to or
pari passu with the Liens securing such DIP Financing which meets the
requirements of clauses (i) through (iv) of this Section 6.1(b), the Revolving
Credit Facility Collateral Agent will subordinate its Liens on the Fixed Asset
Collateral to the Liens securing such DIP Financing (and all obligations
relating thereto) and to any adequate protection provided to the Term Loan
Claimholders or to Additional Pari Passu Claimholders in respect of the
Fixed Asset Collateral and to any “carve-out,” including for debtors’
professionals, agreed to by the Term Loan Administrative Agent, the other Term
Loan Claimholders, the Additional Pari Passu Debt Representative or
the Additional Pari Passu Claimholders and will not request adequate
protection or any other relief in connection therewith (except, as expressly
agreed by the Term Loan Collateral Agent or the applicable Additional Pari Passu
Debt Representative or to the extent permitted by Section
6.3).

     

     

    6.2 Relief from the Automatic
Stay.

     

     

    (a) Until the
Discharge of Revolving Credit Obligations has occurred, the Term Loan Collateral
Agent, on behalf of itself and the Term Loan Claimholders, and the Additional
Pari Passu Debt Representative, for itself and on behalf of the Additional Pari
Passu Claimholders each agrees that none of them shall seek (or support any
other Person seeking) relief from the automatic stay or any other

     


    
      
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    stay in
any Insolvency or Liquidation Proceeding in respect of the Current Asset
Collateral, without the prior written consent of the Revolving Credit Facility
Collateral Agent, unless a motion for adequate protection permitted under
Section 6.3 has been denied by the relevant bankruptcy court.

     

     

    (b) Until the
Discharge of Term Loan Obligations has occurred and a Discharge of Additional
Pari Passu Obligations has occurred, the Revolving Credit Facility Collateral
Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that
none of them shall seek (or support any other Person seeking) relief from the
automatic stay or any other stay in any Insolvency or Liquidation Proceeding in
respect of the Fixed Asset Collateral (other than to the extent such relief is
required to exercise its rights under Section 3.3), without the prior written
consent of the Term Loan Collateral Agent and the Additional Pari Passu Debt
Representatives, unless a motion for adequate protection permitted under Section
6.3 has been denied by the relevant bankruptcy court.

     

     

    6.3 Adequate Protection.

     

     

    (a) The Term
Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and
the Additional Pari Passu Debt Representative, on behalf of the Additional Pari
Passu Claimholders, each agrees that none of them shall contest (or support any
other Person contesting):

     

    (1) any
request by the Revolving Credit Facility Collateral Agent or the Revolving
Credit Claimholders for adequate protection with respect to the Current Asset
Collateral; provided that (A)
such adequate protection claim shall not seek the creation of any Lien over
additional property of any Grantor other than with respect to property that
constitutes Revolving Credit Facility Grantor Collateral and (B) if such
additional property shall also constitute Fixed Asset Collateral, (i) a Lien
shall have been created in favor of the Term Loan Claimholders and the
Additional Pari Passu Claimholders in respect of such Collateral and (ii)
the Lien in favor of the Revolving Credit Claimholders shall be subordinated to
the extent set forth in this Agreement; or

     

    (2) any
objection by the Revolving Credit Facility Collateral Agent or the Revolving
Credit Claimholders to any motion, relief, action or proceeding based on the
Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders
claiming a lack of adequate protection with respect to the Current Asset
Collateral; provided that if the
Revolving Credit Facility Collateral Agent is granted adequate protection in the
form of additional collateral, the Term Loan Collateral Agent, the Term Loan
Claimholders, the Additional Pari Passu Debt Representative and the Additional
Pari Passu Claimholders may seek or request adequate protection in the form
of a Lien on such additional collateral; it being understood and agreed that (A)
to the extent such additional collateral shall also constitute Fixed Asset
Collateral, the Lien on such additional collateral in favor of the Revolving
Credit Facility Collateral Agent shall be subordinated to the Lien on such
additional collateral in favor of the Term Loan Collateral Agent and Additional
Pari Passu Debt Representative and (B) to the extent such additional
collateral shall also constitute Current Asset Collateral, the Lien on such
additional collateral in favor of the Revolving Credit Facility Collateral Agent
shall be senior to the Lien on such additional collateral in favor of the Term
Loan Collateral Agent and any Additional Pari Passu Debt Representative, in each
case with respect to the foregoing clauses (A) and (B) of this Section
6.3(a)(2), to the extent required by this Agreement.

     

    (b) The
Revolving Credit Facility Collateral Agent, on behalf of itself and the
Revolving Credit Claimholders, agrees that none of them shall contest (or
support any other Person contesting):

     

    (1) any
request by the Term Loan Collateral Agent, the Term Loan Claimholders, a
Additional Pari Passu Debt Representative or the Additional Pari Passu
Claimholders for

     


    
      
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    adequate
protection with respect to the Fixed Asset Collateral; provided that (A)
such adequate protection claim shall not seek the creation of any Lien over
additional property of any Grantor other than with respect to property that
constitutes Fixed Asset Collateral and (B) if such additional property shall
also constitute Current Asset Collateral, (i) a Lien shall have been created in
favor of the Revolving Credit Claimholders in respect of such Collateral and
(ii) the Lien in favor of the Term Loan Claimholders and Additional Pari Passu
Claimholders shall be subordinated to the extent set forth in this
Agreement; or

     

     

    (2) any
objection by the Term Loan Collateral Agent, the Term Loan Claimholders, any
Additional Pari Passu Debt Representative or the Additional Pari Passu
Claimholders to any motion, relief, action or proceeding based on such
Persons claiming a lack of adequate protection with respect to the Fixed Asset
Collateral; provided that if the
Term Loan Collateral Agent or an Additional Pari Passu Debt
Representative is granted adequate protection in the form of additional
collateral, the Revolving Credit Facility Collateral Agent and the Revolving
Credit Claimholders may seek or request adequate protection in the form of a
Lien on such additional collateral; it being understood and agreed that (A) to
the extent such additional collateral shall also constitute Current Asset
Collateral, the Lien on such additional collateral in favor of the Term Loan
Collateral Agent or any Additional Pari Passu Debt Representative shall be
subordinated to the Lien on such additional collateral in favor of the Revolving
Credit Facility Collateral Agent and (B) to the extent such additional
collateral shall also constitute Fixed Asset Collateral, the Lien on such
additional collateral in favor of the Term Loan Collateral Agent or any
Additional Pari Passu Debt Representative shall be senior to the Lien on
such additional collateral in favor of the Revolving Credit Facility Collateral
Agent, in each case with respect to the foregoing clauses (A) and (B) of this
Section 6.3(b)(2), to the extent required by this Agreement.

     

     

    (c) Notwithstanding
the foregoing provisions of this Section 6.3, in any Insolvency or Liquidation
Proceeding:

     

     

    (1) if the
Revolving Credit Claimholders (or any subset thereof) are granted adequate
protection with respect to the Current Asset Collateral in the form of
additional collateral (even if such collateral is not of a type which would
otherwise have constituted Current Asset Collateral) in connection with any Cash
Collateral use or DIP Financing, then the Term Loan Collateral Agent, on behalf
of itself or any of the Term Loan Claimholders, and any Additional Pari Passu
Debt Representative, for itself and on behalf of the Additional Pari Passu
Claimholders, may seek or request adequate protection with respect to its
interests in such Collateral in the form of a Lien on the same additional
collateral, which Lien will be subordinated to the Liens securing the Revolving
Credit Obligations and such Cash Collateral use or DIP Financing (and all
obligations relating thereto) on the same basis as the other Liens of the Term
Loan Collateral Agent or such Additional Pari Passu Debt Representative on
Current Asset Collateral;

     

     

    (2) if the
Term Loan Claimholders or any Additional Pari Passu Claimholders (or any
subset of the foregoing) are granted adequate protection with respect to the
Fixed Asset Collateral in the form of additional collateral (even if such
collateral is not of a type which would otherwise have constituted Fixed Asset
Collateral) in connection with any Cash Collateral use or DIP Financing, then
the Revolving Credit Facility Collateral Agent, on behalf of itself or any of
the Revolving Credit Claimholders, may seek or request adequate protection with
respect to its interests in such Collateral in the form of a Lien on the same
additional collateral, which Lien will be subordinated to the Liens securing the
Term Loan Obligations and the Additional Pari Passu Obligations and such
Cash Collateral use or DIP Financing (and all obligations relating thereto) on
the same basis as the other Liens of the Revolving Credit Facility Collateral
Agent on Fixed Asset Collateral;

     

     

    (3) in the
event the Revolving Credit Facility Collateral Agent, on behalf of itself or any
of the Revolving Credit Claimholders, seeks or requests adequate protection in
respect of

     


    
      
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    Current
Asset Collateral and such adequate protection is granted in the form of
additional collateral (even if such collateral is not of a type which would
otherwise have constituted Current Asset Collateral), then the Revolving Credit
Facility Collateral Agent, on behalf of itself and any of the Revolving Credit
Claimholders, agrees that the Term Loan Collateral Agent and any Additional Pari
Passu Debt Representative may also be granted a Lien on the same additional
collateral as security for the Term Loan Obligations and for any Cash Collateral
use or DIP Financing provided by the Term Loan Claimholders or Additional Pari
Passu Claimholders, and each of the Term Loan Collateral Agent, on behalf of
itself and any of the Term Loan Claimholders, and the Additional Pari Passu Debt
Representative, on behalf of the Additional Pari Passu Claimholders, agrees
that any Lien on such additional collateral securing the Term Loan Obligations
shall be subordinated to the Liens on such collateral securing the Revolving
Credit Obligations, any such use of Cash Collateral or any such DIP Financing
provided by the Term Loan Claimholders or any Additional Pari Passu Claimholders
(and all obligations relating thereto), and to any other Liens granted to the
Term Loan Claimholders and to the Additional Pari Passu Claimholders as
adequate protection, all on the same basis as the other Liens of the Term Loan
Collateral Agent and Additional Pari Passu Debt Representative on Current
Asset Collateral; and

     

     

    (4) in the
event the Term Loan Collateral Agent, on behalf of itself or any of the Term
Loan Claimholders, or a Additional Pari Passu Debt Representative, for itself
and on behalf of the Additional Pari Passu Claimholders, seeks or requests
adequate protection in respect of Fixed Asset Collateral and such adequate
protection is granted in the form of additional collateral (even if such
collateral is not of a type which would otherwise have constituted Fixed Asset
Collateral), then each of the Term Loan Collateral Agent, on behalf of itself
and any of the Term Loan Claimholders, and the  Additional Pari Passu Debt
Representatives, on behalf of the Additional Pari Passu Claimholders, agrees
that the Revolving Credit Facility Collateral Agent may also be granted a Lien
on the same additional collateral as security for the Revolving Credit
Obligations and for any Cash Collateral use or DIP Financing provided by the
Revolving Credit Claimholders, and the Revolving Credit Facility Collateral
Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees
that any Lien on such additional collateral securing the Revolving Credit
Obligations shall be subordinated to the Liens on such collateral securing the
Term Loan Obligations or the Additional Pari Passu Obligations, any such use of
cash Collateral or any such DIP Financing provided by the Revolving Credit
Claimholders (and all obligations relating thereto) and to any other Liens
granted to the Revolving Credit Claimholders as adequate protection, all on the
same basis as the other Liens of the Revolving Credit Facility Collateral Agent
on Fixed Asset Collateral.

     

     

    (d) Except as
otherwise expressly set forth in this Section 6 or in connection with the
exercise of remedies with respect to (i) the Current Asset Collateral, nothing
herein shall limit the rights of the Term Loan Collateral Agent, the Term Loan
Claimholders, any Additional Pari Passu Debt Representative or the Additional
Pari Passu Claimholders from seeking adequate protection with respect to their
rights in the Fixed Asset Collateral in any Insolvency or Liquidation Proceeding
(including adequate protection in the form of a cash payment, periodic cash
payments or otherwise) or (ii) the Fixed Asset Collateral, nothing herein shall
limit the rights of the Revolving Credit Facility Collateral Agent or the
Revolving Credit Claimholders from seeking adequate protection with respect to
their rights in the Current Asset Collateral in any Insolvency or Liquidation
Proceeding (including adequate protection in the form of a cash payment,
periodic cash payments or otherwise).

     

     

    6.4 Avoidance
Issues.  If any Revolving Credit Claimholder, Additional Pari
Passu Claimholders or Term Loan Claimholder is required in any Insolvency or
Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate
of the applicable Grantor any amount paid in respect of Revolving Credit
Obligations, Additional Pari Passu Obligations or the Term Loan Obligations, as
the case may be (a “Recovery”), then such
Revolving Credit Claimholders, Additional Pari Passu Claimholders or Term Loan
Claimholders shall be entitled to a reinstatement of Revolving
Credit

     


    
      
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    Obligations,
Additional Pari Passu Obligations or the Term Loan Obligations, as the case may
be, with respect to all such recovered amounts.  If this Agreement
shall have been terminated prior to such Recovery, this Agreement shall be
reinstated in full force and effect, and such prior termination shall not
diminish, release, discharge, impair or otherwise affect the obligations of the
parties hereto from such date of reinstatement.

     

     

    6.5 Reorganization
Securities.  If, in any Insolvency or Liquidation Proceeding,
debt obligations of the reorganized debtor secured by Liens upon any property of
the reorganized debtor are distributed pursuant to a plan of reorganization or
similar dispositive restructuring plan, on account of Revolving Credit
Obligations, on account of the Additional Pari Passu Obligations and on account
of the Term Loan Obligations, then, to the extent the debt obligations
distributed on account of the Revolving Credit Obligations, on account of the
Additional Pari Passu Obligations and on account of the Term Loan Obligations
are secured by Liens upon the same property, the provisions of this Agreement
will survive the distribution of such debt obligations pursuant to such plan and
will apply with like effect to the debt obligations so distributed, to the Liens
securing such debt obligations and the distribution of proceeds
thereof.

     

     

    6.6 Post-Petition
Interest.

     

     

    (a) None of
the Term Loan Collateral Agent, any Additional Pari Passu Debt Representative,
any Term Loan Claimholder or any of the Additional Pari Passu
Claimholders shall oppose or seek to challenge any claim by the Revolving
Credit Facility Collateral Agent or any Revolving Credit Claimholder for
allowance in any Insolvency or Liquidation Proceeding of Revolving Credit
Obligations consisting of Post-Petition Interest, fees or expenses to the extent
of (i) the value of the Lien on the Current Asset Collateral securing any
Revolving Credit Obligations, without regard to the existence of any Lien
of the Term Loan Collateral Agent or any Additional Pari Passu Debt
Representative on the Current Asset Collateral and (ii) the value of the
Lien on the Fixed Asset Collateral securing any Revolving Credit Obligations,
taking into account the existence of any Lien of the Term Loan Collateral Agent
or a Additional Pari Passu Debt Representative on the Fixed Asset
Collateral.

     

     

    (b) Neither
the Revolving Credit Facility Collateral Agent nor any other Revolving Credit
Claimholder shall oppose or seek to challenge any claim by the Term Loan
Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt
Representative or any of the Additional Pari Passu Claimholders for allowance in
any Insolvency or Liquidation Proceeding of Term Loan Obligations or of the
Additional Pari Passu Obligations consisting of Post-Petition Interest,
fees or expenses to the extent of (i) the value of the Lien on the Fixed Asset
Collateral securing any Term Loan Obligations or any Additional Pari Passu
Obligations, without regard to the existence of any Lien of the Revolving Credit
Facility Collateral Agent on behalf of the Revolving Credit Claimholders on the
Fixed Asset Collateral and (ii) the value of the Lien on the Current Asset
Collateral securing any Term Loan Obligations and any Additional Pari Passu
Obligations, taking into account the existence of any Lien of the Revolving
Credit Facility Collateral Agent on behalf of the Revolving Credit Claimholders
on the Current Asset Collateral.

     

     

    6.7 Waiver – 1111(b)(2)
Issues.

     

     

    (a) The Term
Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders,
and the Additional Pari Passu Debt Representative, on behalf of the Additional
Pari Passu Claimholders, each waives any objection or claim any Term Loan
Claimholder or any of the Additional Pari Passu Claimholders may hereafter
have against any Revolving Credit Claimholder arising out of the election of any
Revolving Credit Claimholder of the application of Section 1111(b)(2) of the
Bankruptcy Code to any claims of such Revolving Credit Claimholder and agrees
that in the case of any such election

     


    
      
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    it shall
have no claim or right to payment with respect to the Current Asset Collateral
in or from such Insolvency or Liquidation Proceeding.

     

     

    (b) The
Revolving Credit Facility Collateral Agent, for itself and on behalf of the
Revolving Credit Claimholders, waives any objection or claim any Revolving
Credit Claimholder may hereafter have against any Term Loan Claimholder or any
of the Additional Pari Passu Claimholders arising out of the election of
any Term Loan Claimholder or any of the Additional Pari Passu
Claimholders of the application of Section 1111(b)(2) of the Bankruptcy
Code to any claims of such Term Loan Claimholder or any such Additional Pari
Passu Claimholders and agrees that in the case of any such election it
shall have no claim or right to payment with respect to the Fixed Asset
Collateral in or from such Insolvency or Liquidation Proceeding.

     

     

    6.8 Asset Dispositions in an
Insolvency or Liquidation Proceeding.

     

     

    (a) None of
the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari
Passu Debt Representative or any of the Additional Pari Passu
Claimholders shall, in any Insolvency or Liquidation Proceeding or
otherwise, oppose any sale or disposition of any Current Asset Collateral that
is supported by the Revolving Credit Claimholders, and the Term Loan Collateral
Agent, the Term Loan Claimholders and the Additional Pari Passu Claimholders
shall be deemed to have consented under Section 363 of the Bankruptcy Code (and
otherwise) to any sale of any Current Asset Collateral supported by the
Revolving Credit Claimholders and to have released their Liens on such
assets.

     

     

    (b) Neither
the Revolving Credit Facility Collateral Agent nor any Revolving Credit
Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise,
oppose any sale or disposition of any Fixed Asset Collateral that is supported
by the Term Loan Claimholders and the Additional Pari Passu Claimholders,
and the Revolving Credit Facility Collateral Agent and the Revolving Credit
Claimholders shall be deemed to have consented under Section 363 of the
Bankruptcy Code (and otherwise) to any sale of any Fixed Asset Collateral
supported by the Term Claimholders and the Additional Pari Passu Claimholders
and to have released their Liens on such assets; provided that this
Section 6.8(b) shall not apply to any sale or disposition of Real Property
unless the Revolving Credit Facility Collateral Agent have received at least 90
days’ prior notice of the consummation of any such sale.

     

     

    6.9 Additional Section 363 and
Section 364 Matters.

     

     

    (a) To the
extent that the Revolving Credit Facility Collateral Agent or any Revolving
Credit Claimholder has or acquires rights under Section 363 or Section 364 of
the Bankruptcy Code or otherwise with respect to any of the Fixed Asset
Collateral, the Revolving Credit Facility Collateral Agent, for itself and on
behalf of the Revolving Credit Claimholders, agrees not to assert any of such
rights without the prior written consent of the Term Loan Collateral Agent and
each Additional Pari Passu Debt Representative; provided that if
requested by the Term Loan Collateral Agent or a Additional Pari Passu Debt
Representative, the Revolving Credit Facility Collateral Agent shall timely
exercise such rights in the manner reasonably requested by the Term Loan
Collateral Agent or such Additional Pari Passu Debt Representative, including
any rights to payments in respect of such rights.

     

     

    (b) To the
extent that the Term Loan Collateral Agent, any Term Loan Claimholder, any
Additional Pari Passu Debt Representative or any of the Additional Pari Passu
Claimholders has or acquires rights under Section 363 or Section 364 of the
Bankruptcy Code or otherwise with respect to any of the Current Asset
Collateral, the Term Loan Collateral Agent, for itself and on behalf of the Term
Loan Claimholders, and the Additional Pari Passu Debt Representative, for
itself and on behalf of the Additional Pari Passu Claimholders, each agrees not
to assert any of such rights without the prior written

     


    
      
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    consent
of the Revolving Credit Facility Collateral Agent; provided that if
requested by the Revolving Credit Facility Collateral Agent, the Term Loan
Collateral Agent and the applicable Additional Pari Passu Debt
Representative shall timely exercise such rights in the manner reasonably
requested by the Revolving Credit Facility Collateral Agent, including any
rights to payments in respect of such rights.

     

     

    6.10 Effectiveness in Insolvency
or Liquidation Proceedings.  The parties hereto expressly
acknowledge that this Agreement is a “subordination agreement” under Section
510(a) of the Bankruptcy Code.

     

     

    6.11 Separate Grants of Security
and Separate Classification.

     

     

    (a) The Term
Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders,
each Additional Pari Passu Debt Representative, for itself and on behalf of the
Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral
Agent, for itself and on behalf of the Revolving Credit Claimholders,
acknowledges and agrees that the grants of Liens pursuant to the Revolving
Credit Facility Security Documents, the Term Loan Security Documents and each
Additional Pari Passu Security Document constitute separate and distinct
grants of Liens, and because of, among other things, their differing rights in
the Collateral, the Term Loan Obligations, the Additional Pari Passu Obligations
and the Revolving Credit Obligations are fundamentally different from one
another, and must be separately classified in any plan of reorganization
proposed or adopted in an Insolvency or Liquidation Proceeding.  In
furtherance of the foregoing, each of the Term Loan Collateral Agent, for itself
and on behalf of the Term Loan Claimholders, the Revolving Credit Facility
Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders,
and Additional Pari Passu Debt Representative, for itself and on behalf of the
Additional Pari Passu Claimholders, agrees that the Term Loan Claimholders, the
Revolving Credit Claimholders and each Series of applicable Additional Pari
Passu Claimholders will vote as separate classes in connection with any
plan of reorganization in any Insolvency or Liquidation Proceeding and that
neither any Agent nor any Claimholder will seek to vote with the other as a
single class in connection with any plan of reorganization in any Insolvency or
Liquidation Proceeding.

     

     

    (b) To
further effectuate the intent of the parties as provided in this Section 6.11,
if it is held that the claims of the Term Loan Claimholders or any Series of
Additional Pari Passu Claimholders, on the one hand, and the Revolving
Credit Claimholders, on the other hand, in respect of the Fixed Asset Collateral
constitute only one secured claim (rather than separate classes of senior and
junior secured claims), then each of the Term Loan Collateral Agent, for itself
and on behalf of the Term Loan Claimholders, the Additional Pari Passu Debt
Representative, for itself and on behalf of the Additional Pari Passu
Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and
on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees
that, subject to Sections 2.1 and 4.1, all distributions shall be made as if
there were separate classes of senior and junior secured claims against the
Grantors in respect of the Fixed Asset Collateral (with the effect being that,
to the extent that the aggregate value of the Fixed Asset Collateral is
sufficient (for this purpose ignoring all claims held by the Revolving Credit
Claimholders), the Term Loan Claimholders and Additional Pari Passu
Claimholders shall be entitled to receive, in addition to amounts
distributed to them in respect of principal, pre-petition interest and other
claims, all amounts owing in respect of Post-Petition Interest, including any
additional interest payable pursuant to the Term Loan Agreement and applicable
Additional Pari Passu Loan Agreement, arising from or related to a default,
which is disallowed as a claim in any Insolvency or Liquidation Proceeding)
before any distribution is made in respect of the claims held by the Revolving
Credit Claimholders, with the Revolving Credit Facility Collateral Agent, for
itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging
and agreeing to turn over to the Designated Fixed Asset Collateral
Representative, for itself and on behalf of the Term Loan Claimholders and the
applicable Additional Pari Passu Claimholders, amounts otherwise received or
receivable by them

     


    
      
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    to the
extent necessary to effectuate the intent of this sentence, even if such
turnover has the effect of reducing the claim or recovery of the Revolving
Credit Claimholders).

     

     

    (c) To
further effectuate the intent of the parties as provided in this Section 6.11,
if it is held that the claims of the Term Loan Claimholders and any of the
Additional Pari Passu Claimholders, on the one hand, and the Revolving Credit
Claimholders, on the other hand, in respect of the Current Asset Collateral
constitute only one secured claim (rather than separate classes of senior and
junior secured claims), then each of the Term Loan Collateral Agent, for itself
and on behalf of the Term Loan Claimholders, each Additional Pari Passu Debt
Representative, for itself and on behalf of the applicable Additional Pari Passu
Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and
on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees
that, subject to Sections 2.1 and 4.1, all distributions shall be made as if
there were separate classes of senior and junior secured claims against the
Grantors in respect of the Current Asset Collateral (with the effect being that,
to the extent that the aggregate value of the Current Asset Collateral is
sufficient (for this purpose ignoring all claims held by the Term Loan
Claimholders and the Additional Pari Passu Claimholders), the Revolving Credit
Claimholders shall be entitled to receive, in addition to amounts distributed to
them in respect of principal, pre-petition interest and other claims, all
amounts owing in respect of Post-Petition Interest, including any additional
interest payable pursuant to the Revolving Credit Agreement, arising from or
related to a default, which is disallowed as a claim in any Insolvency or
Liquidation Proceeding) before any distribution is made in respect of the claims
held by the Term Loan Claimholders or the Additional Pari Passu Claimholders,
with the Term Loan Collateral Agent, for itself and on behalf of the Term Loan
Claimholders and the Additional Pari Passu Debt Representative, for itself and
on behalf of the Additional Pari Passu Claimholders, each hereby
acknowledging and agreeing to turn over to the Revolving Credit Facility
Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders,
amounts otherwise received or receivable by them to the extent necessary to
effectuate the intent of this sentence, even if such turnover has the effect of
reducing the claim or recovery of the Term Loan Claimholders or the Additional
Pari Passu Claimholders).

     

     

    (d) Notwithstanding
anything in the foregoing to the contrary, each of the Term Loan Collateral
Agent, the Term Loan Claimholders, each Additional Pari Passu Debt
Representative and the Additional Pari Passu Claimholders, on the one hand, and
the Revolving Credit Facility Collateral Agent and the Revolving Credit
Claimholders, on the other hand, shall retain the right to vote and otherwise
act in any Insolvency or Liquidation Proceeding (including the right to vote to
accept or reject any plan of reorganization) to the extent not inconsistent with
the provisions hereof.

     

     

    SECTION
7.  Reliance; Waivers,
Etc.

     

     

    7.1 Reliance.  Other
than any reliance on the terms of this Agreement, the Revolving Credit Facility
Collateral Agent, on behalf of itself and the Revolving Credit Claimholders
under its Revolving Credit Facility Credit Documents, acknowledges that it and
such Revolving Credit Claimholders have, independently and without reliance on
the Term Loan Collateral Agent, any Term Loan Claimholders, any Additional Pari
Passu Debt Representative or any of the Additional Pari Passu Claimholders, and
based on documents and information deemed by them appropriate, made their own
credit analysis and decision to enter into such Revolving Credit Facility Credit
Documents and be bound by the terms of this Agreement and they will continue to
make their own credit decision in taking or not taking any action under the
Revolving Credit Agreement or this Agreement.  Other than any reliance
on the terms of this Agreement, the Term Loan Collateral Agent, on behalf of
itself and the Term Loan Claimholders, and each Additional Pari Passu Debt
Representative, for itself and on behalf of the applicable Additional Pari Passu
Claimholders, each acknowledges that it and the Term Loan Claimholders and
Additional Pari Passu Claimholders have, independently and without reliance
on the Revolving Credit Facility Collateral Agent or any Revolving Credit
Claimholder, and based on

     


    
      
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    documents
and information deemed by them appropriate, made their own credit analysis and
decision to enter into each of the Term Loan Credit Documents and each of the
Additional Pari Passu Credit Documents, as applicable, and be bound by the terms
of this Agreement and they will continue to make their own credit decision in
taking or not taking any action under the Term Loan Credit Documents, the
applicable Additional Pari Passu Credit Documents or this
Agreement.

     

     

    7.2 No Warranties or
Liability.  The Revolving Credit Facility Collateral Agent, on
behalf of itself and the Revolving Credit Claimholders under the Revolving
Credit Facility Credit Documents, acknowledges and agrees that none of the Term
Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu
Debt Representative or any of the Additional Pari Passu Claimholders have made
any express or implied representation or warranty, including with respect
to the execution, validity, legality, completeness, collectibility or
enforceability of any of the Term Loan Credit Documents or any of the Additional
Pari Passu Credit Documents, the ownership of any Collateral or the perfection
or priority of any Liens thereon.  Except as otherwise provided in
this Agreement, the Term Loan Collateral Agent and the Term Loan Claimholders
and the Additional Pari Passu Debt Representative and the Additional Pari Passu
Claimholders will be entitled to manage and supervise their respective
loans and extensions of credit under the Term Loan Credit Documents and the
applicable Additional Pari Passu Credit Documents in accordance with law
and such documents, as they may, in their sole discretion, deem
appropriate.  The Term Loan Collateral Agent, on behalf of itself and
the Term Loan Claimholders, and the Additional Pari Passu Debt Representative,
for itself and on behalf of the benefit of the applicable Additional Pari
Passu Claimholders, each acknowledges and agrees that each of the Revolving
Credit Facility Collateral Agent and the Revolving Credit Claimholders have made
no express or implied representation or warranty, including with respect to the
execution, validity, legality, completeness, collectibility or enforceability of
any of the Revolving Credit Facility Credit Documents, the ownership of any
Collateral or the perfection or priority of any Liens thereon.  Except
as otherwise provided in this Agreement, the Revolving Credit Facility
Collateral Agent and the Revolving Credit Claimholders will be entitled to
manage and supervise their respective loans and extensions of credit under their
respective Revolving Credit Facility Credit Documents in accordance with law and
the Revolving Credit Documents, as they may, in their sole discretion, deem
appropriate.  None of the Term Loan Collateral Agent, the Term Loan
Claimholders, any Additional Pari Passu Debt Representative or the Additional
Pari Passu Claimholders shall have any duty to the Revolving Credit
Facility Collateral Agent or any of the Revolving Credit Claimholders, and the
Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders
shall have no duty to the Term Loan Collateral Agent, any of the Term Loan
Claimholders, any Additional Pari Passu Debt Representative or any of the
Additional Pari Passu Claimholders to act or refrain from acting in a manner
which allows, or results in, the occurrence or continuance of an event of
default or default under any agreements with any Grantor (including the
Revolving Credit Facility Credit Documents and the Term Loan Credit Documents),
regardless of any knowledge thereof which they may have or be charged
with.

     

     

    7.3 No Waiver of Lien
Priorities.

     

     

    (a) No right
of the Agents, the Revolving Credit Claimholders, the Term Loan Claimholders or
the Additional Pari Passu Claimholders to enforce any provision of this
Agreement or any of their respective credit documents shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of any
Grantor or by any act or failure to act by such Agents, Revolving Credit
Claimholders, Term Loan Claimholders or Additional Pari Passu Claimholders, or
by any noncompliance by any Person with the terms, provisions and covenants of
this Agreement, any of the Revolving Credit Facility Credit Documents,
Additional Pari Passu Credit Documents or any of the Term Loan Credit Documents,
regardless of any knowledge thereof which the Agents or the Revolving Credit
Claimholders, Additional Pari Passu Claimholders or the Term Loan Claimholders,
or any of them, may have or be otherwise charged with.

     


    
      
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    (b) Without
in any way limiting the generality of the foregoing paragraph (but subject to
the rights of the Grantors under the Revolving Credit Facility Credit
Documents, the Term Loan Credit Documents and the applicable Additional
Pari Passu Credit Documents, and subject to the provisions of Sections 2.3, 2.4
and 5.3), the Agents, the Revolving Credit Claimholders, the Term Loan
Claimholders and the Additional Pari Passu Claimholders may, at any time
and from time to time in accordance with the Revolving Credit Facility Credit
Documents, the Term Loan Credit Documents, the Additional Pari Passu Credit
Documents and/or applicable law, without the consent of, or notice to, the other
Agent or the Revolving Credit Claimholders, the Term Loan Claimholders or the
Additional Pari Passu Claimholders (as the case may be), without incurring
any liabilities to such Persons (except for liabilities for breach of
obligations under this Agreement) and without impairing or releasing the Lien
priorities and other benefits provided in this Agreement (even if any right of
subrogation or other right or remedy is affected, impaired or extinguished
thereby) do any one or more of the following:

     

     

    (1) change
the manner, place or terms of payment or change or extend the time of payment
of, or amend, renew, exchange, increase or alter, the terms of any of the
Obligations or any Lien or guaranty thereof or any liability of any Grantor, or
any liability incurred directly or indirectly in respect thereof (including any
increase in or extension of the Obligations, without any restriction as to the
tenor or terms of any such increase or extension) or otherwise amend, renew,
exchange, extend, modify or supplement in any manner any Liens held by the
applicable Agent or any rights or remedies under any of the Revolving Credit
Facility Credit Documents, the Term Loan Credit Documents or any Additional Pari
Passu Credit Documents; provided that any
such increase in the Revolving Credit Obligations, the Term Loan Obligations or
the Additional Pari Passu Obligations, as applicable, shall not, except to the
extent permitted pursuant to Section 6.1(a), increase the sum of the
Indebtedness (as defined in the Revolving Credit Agreement or Term Loan
Agreement, as applicable) constituting principal under the Revolving Credit
Agreement, the Term Loan Agreement or any Additional Pari Passu Loan Agreement,
as applicable, and (in the case of the Revolving Credit Obligations), the face
amount of any letters of credit, bank guarantees and similar instruments issued
or otherwise outstanding under the Revolving Credit Agreement and not
reimbursed, to an amount in excess of the Revolving Credit Facility Cap Amount
(in the case of Revolving Credit Obligations) or the Term Loan Cap Amount (in
the case of Term Loan Obligations) or an amount that when added to the Term Loan
Cap Amount would exceed $1.45 billion (in the case of Additional Pari Passu
Obligations);

     

     

    (2) sell,
exchange, release, surrender, realize upon, enforce or otherwise deal with in
any manner and in any order any part of the Collateral (except to the extent
provided in this Agreement) or any liability of any Grantor or any liability
incurred directly or indirectly in respect thereof;

     

     

    (3) settle or
compromise any Obligation or any other liability of any Grantor or any security
therefor or any liability incurred directly or indirectly in respect thereof and
apply any sums by whomsoever paid and however realized to any liability in any
manner or order that is not inconsistent with the terms of this Agreement;
and

     

     

    (4) exercise
or delay in or refrain from exercising any right or remedy against any security
or any Grantor or any other Person, elect any remedy and otherwise deal freely
with any Grantor.

     

     

    (c) Except as
otherwise provided herein, the Revolving Credit Facility Collateral Agent, on
behalf of itself and the Revolving Credit Claimholders, also agrees that none of
the Term Loan Claimholders, the Term Loan Collateral Agent, any Additional Pari
Passu Debt Representative or any of the Additional Pari Passu Claimholders shall
have any liability to the Revolving Credit Facility Collateral Agent or any
Revolving Credit Claimholders, and the Revolving Credit Facility Collateral
Agent, on

     


    
      
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    behalf of
itself and the Revolving Credit Claimholders, hereby waives any claim against
any such Person, arising out of any and all actions which such Person may take
or permit or omit to take with respect to:

     

     

    (1) the Term
Loan Credit Documents or any of the Additional Pari Passu Credit
Documents;

     

     

    (2) the
collection of the Term Loan Obligations or the Additional Pari Passu
Obligations; or

     

     

    (3) the
foreclosure upon, or sale, liquidation or other disposition of, any Fixed Asset
Collateral.

     

     

    The
Revolving Credit Facility Collateral Agent, on behalf of itself and the
Revolving Credit Claimholders, agrees that neither the Term Loan Claimholders,
the Term Loan Collateral Agent, any Additional Pari Passu Debt Representative
nor the Additional Pari Passu Claimholders have any duty to them in respect of
the maintenance or preservation of the Fixed Asset Collateral, the Term Loan
Obligations or otherwise.

     

     

    (d) Except as
otherwise provided herein, each of the Term Loan Collateral Agent, on behalf of
itself and the Term Loan Claimholders, and each Additional Pari Passu Debt
Representative, on behalf of itself and the applicable Additional Pari Passu
Claimholders, also agrees that the Revolving Credit Claimholders and the
Revolving Credit Facility Collateral Agent shall have no liability to the Term
Loan Collateral Agent, any Term Loan Claimholders, any Additional Pari Passu
Debt Representative or any of the Additional Pari Passu Claimholders, and the
Term Loan Collateral Agent, on behalf of itself and the Term Loan Lenders, and
each Additional Pari Passu Debt Representative, on behalf of itself and the
applicable Additional Pari Passu Claimholders, each hereby waives any claim
against any Revolving Credit Claimholder or the Revolving Credit Facility
Collateral Agent, arising out of any and all actions which the Revolving Credit
Claimholders or the Revolving Credit Facility Collateral Agent may take or
permit or omit to take with respect to:

     

     

    (1) the
Revolving Credit Facility Credit Documents;

     

     

    (2) the
collection of the Revolving Credit Obligations; or

     

     

    (3) the
foreclosure upon, or sale, liquidation or other disposition of, any Current
Asset Collateral.

     

     

    The Term
Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and
each Additional Pari Passu Debt Representatives on behalf of itself and the
applicable Additional Pari Passu Claimholders, each agrees that the Revolving
Credit Claimholders and the Revolving Credit Facility Collateral Agent have no
duty to them in respect of the maintenance or preservation of the Current Asset
Collateral, the Revolving Credit Obligations or otherwise.

     

     

    (e) Until the
Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu
Obligations, the Revolving Credit Facility Collateral Agent, on behalf of itself
and the Revolving Credit Claimholders, agrees not to assert and hereby waives,
to the fullest extent permitted by law, any right to demand, request, plead or
otherwise assert or otherwise claim the benefit of, any marshalling, appraisal,
valuation or other similar right that may otherwise be available under
applicable law with respect to the Fixed Asset Collateral or any other similar
rights a junior secured creditor may have under applicable law.

     


    
      
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    (f) Until the
Discharge of Revolving Credit Obligations, the Term Loan Collateral Agent, on
behalf of itself and the Term Loan Claimholders, and each Additional Pari Passu
Debt Representative, on behalf of itself and the applicable Additional Pari
Passu Claimholders, each agrees not to assert and hereby waives, to the fullest
extent permitted by law, any right to demand, request, plead or otherwise assert
or otherwise claim the benefit of, any marshalling, appraisal, valuation or
other similar right that may otherwise be available under applicable law with
respect to the Current Asset Collateral or any other similar rights a junior
secured creditor may have under applicable law.

     

     

    7.4 Obligations
Unconditional.  All rights, interests, agreements and
obligations of the Revolving Credit Facility Collateral Agent and the Revolving
Credit Claimholders, the Term Loan Collateral Agent and the Term Loan
Claimholders, and each Additional Pari Passu Debt Representative and the
Additional Pari Passu Claimholders, respectively, hereunder shall remain in full
force and effect irrespective of:

     

     

    (a) any lack
of validity or enforceability of any Revolving Credit Facility Credit Documents,
any Term Loan Credit Documents, or any Additional Pari Passu Credit Documents,
as the case may be;

     

     

    (b) except as
otherwise expressly set forth in this Agreement, any change in the time, manner
or place of payment of, or in any other terms of, all or any of the Revolving
Credit Obligations, any Additional Pari Passu Obligations or the Term Loan
Obligations, or any amendment or waiver or other modification, including any
increase in the amount thereof, whether by course of conduct or otherwise, of
the terms of any Revolving Credit Facility Credit Document, any Term Loan Credit
Document or any Additional Pari Passu Credit Documents;

     

     

    (c) except as
otherwise expressly set forth in this Agreement, any exchange of any security
interest in any Collateral or any other collateral, or any amendment, waiver or
other modification, whether in writing or by course of conduct or otherwise, of
all or any of the Revolving Credit Obligations, the Term Loan Obligations
or the Additional Pari Passu Obligations, or any guaranty of the
foregoing;

     

     

    (d) the
commencement of any Insolvency or Liquidation Proceeding in respect of the any
Grantor; or

     

     

    (e) any other
circumstances which otherwise might constitute a defense available to, or a
discharge of, any Grantor in respect of the Revolving Credit Facility Collateral
Agent, the Revolving Credit Obligations, any Revolving Credit Claimholder, the
Term Loan Collateral Agent, the Term Loan Obligations, any Term Loan
Claimholder, any Additional Pari Passu Debt Representative, the Additional Pari
Passu Obligations or any of the Additional Pari Passu Claimholders in respect of
this Agreement.

     

     

    SECTION
8.  Miscellaneous.

     

     

    8.1 Conflicts.  In
the event of any conflict between the provisions of this Agreement and the
provisions of any Revolving Credit Facility Credit Document, any Term Loan
Credit Document, or any Additional Pari Passu Credit Documents, the provisions
of this Agreement shall govern and control.  Notwithstanding the
foregoing, the parties hereto acknowledge that, except as expressly set forth
herein, this Agreement does not impose any obligations on the Loan Parties.


      


       

      8.2 Effectiveness; Continuing
Nature of this Agreement; Severability.  This Agreement shall
become effective when executed and delivered by the parties
hereto.  This is a continuing agreement of lien subordination and the
Revolving Credit Claimholders, the Term Loan Claimholders and the
Additional Pari Passu Claimholders may continue, at any time and without notice
to any Agent, to extend credit and other financial accommodations and lend
monies to or for the benefit of any Grantor in reliance hereon.  Each
of the Agents, on behalf of itself and the Revolving Credit Claimholders, the
Term Loan Claimholders or the Additional Pari Passu Claimholders, as the case
may be, hereby waives any right it may have under applicable law to revoke this
Agreement or any of the provisions of this Agreement.  The terms of
this Agreement shall survive, and shall continue in full force and effect,
during and after the commencement of an Insolvency or Liquidation
Proceeding.  Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall not invalidate the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.  All references to any Grantor shall include such
Grantor as debtor and debtor-in-possession and any receiver or trustee for any
Grantor (as the case may be) in any Insolvency or Liquidation
Proceeding.  This Agreement shall terminate and be of no further force
and effect:

       

    

     

     

     

    
      
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    (a) with
respect to the Revolving Credit Facility Collateral Agent, the Revolving Credit
Facility Administrative Agent, the Revolving Credit Claimholders and the
Revolving Credit Obligations, on the date of the Discharge of Revolving Credit
Obligations, subject to the provisions of Section 5.5 and the rights of the
Revolving Credit Claimholders under Sections 4.4 and 6.4;

     

     

    (b)  with
respect to the Term Loan Collateral Agent, the Term Loan Administrative Agent,
the Term Loan Claimholders and the Term Loan Obligations, on the date of the
Discharge of Term Loan Obligations, subject to the provisions of Section 5.5 and
the rights of the Term Loan Claimholders under Sections 4.4 and 6.4;
and

     

     

    (c) with
respect to each applicable Additional Pari Passu Debt Representative, the
Additional Pari Passu Claimholders of any Series and any Additional Pari
Passu Obligations relating to such Series, on the date of the Discharge of
Additional Pari Passu Obligations with respect to such Series only, subject to
the provisions of Section 5.5 and the rights of the Additional Pari Passu
Claimholders under Sections 4.4 and 6.4.

     

     

    8.3 Amendments;
Waivers.  No amendment, modification or waiver of any of the
provisions of this Agreement by the Term Loan Collateral Agent, the Revolving
Credit Facility Collateral Agent or any Additional Pari Passu Debt
Representative shall be deemed to be made unless the same shall be in writing
signed on behalf of each party hereto or its authorized agent and each waiver,
if any, shall be a waiver only with respect to the specific instance involved
and shall in no way impair the rights of the parties making such waiver or
the obligations of the other parties to such party in any other respect or at
any other time.  Notwithstanding the foregoing, no Grantor shall have
any right to consent to or approve any amendment, modification or waiver of any
provision of this Agreement except to the extent that such amendment,
modification or waiver (i) directly and adversely affects or impairs its rights
under this Agreement, under the Term Loan Credit Documents, under any Additional
Pari Passu Credit Documents or under the Revolving Credit Facility Credit
Documents, or (ii) directly imposes any additional obligation or liability upon
it.

     

     

    8.4 Information Concerning
Financial Condition of the Grantors and their
Subsidiaries.  The Revolving Credit Facility Collateral Agent,
the Revolving Credit Claimholders, the Term Loan Collateral Agent, the Term Loan
Claimholders, each Additional Pari Passu Debt Representative and the Additional
Pari Passu Claimholders, shall each be responsible for keeping themselves
informed of (a) the financial condition of the Grantors and their Subsidiaries
and all endorsers and/or guarantors of the Revolving Credit Obligations, the
Term Loan Obligations and the applicable Additional Pari Passu Obligations, and
(b) all other circumstances bearing upon the risk of nonpayment of the
respective obligations.  None of the Agents or Claimholders shall have
any duty to advise any other such Person of information known to it or them
regarding such condition or any such circumstances or

     


    
      
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    otherwise.  In
the event that any Agent or any Claimholder undertakes at any time or from time
to time to provide any such information to any of the others, it or they shall
be under no obligation:

     

     

    (a) to make,
and shall not make, any express or implied representation or warranty, including
with respect to the accuracy, completeness, truthfulness or validity of any such
information so provided;

     

     

    (b) to
provide any additional information or to provide any such information on any
subsequent occasion;

     

     

    (c) to
undertake any investigation; or

     

     

    (d) to
disclose any information, which pursuant to accepted or reasonable commercial
finance practices, such party wishes to maintain confidential or is otherwise
required to maintain confidential.

     

     

    8.5 Subrogation.

     

     

    (a) With
respect to the value of any payments or distributions in cash, property or other
assets that any of the Term Loan Claimholders, the Term Loan Collateral Agent,
any Additional Pari Passu Debt Representative or the Additional Pari Passu
Claimholders (each a “Payor”) pays over to the Revolving Credit Facility
Collateral Agent or the Revolving Credit Claimholders under the terms of this
Agreement, such Payor shall be subrogated to the rights of the Revolving Credit
Facility Collateral Agent and the Revolving Credit Claimholders; provided that, the
Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders,
and Additional Pari Passu Debt Representatives for the benefit of the applicable
Additional Pari Passu Claimholders, each hereby agrees not to assert or enforce
all such rights of subrogation it may acquire as a result of any payment
hereunder until the Discharge of Revolving Credit Obligations has
occurred.  The Grantors acknowledge and agree that, to the extent
permitted by applicable law, the value of any payments or distributions in cash,
property or other assets received by any Payor that are paid over to the
Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders
pursuant to this Agreement shall not reduce any of the Term Loan Obligations or
applicable Additional Pari Passu Obligations.

     

     

    (b) With
respect to the value of any payments or distributions in cash, property or other
assets that any of the Revolving Credit Claimholders or the Revolving Credit
Facility Collateral Agent pays over to the Term Loan Collateral Agent, the Term
Loan Claimholders, any Additional Pari Passu Debt Representative or the
Additional Pari Passu Claimholders (each such Person, a “Payee”) under the terms
of this Agreement, the Revolving Credit Claimholders and the Revolving Credit
Facility Collateral Agent shall be subrogated to the rights of such Payee; provided that, the
Revolving Credit Facility Collateral Agent, on behalf of itself and the
Revolving Credit Claimholders, hereby agrees not to assert or enforce all such
rights of subrogation it may acquire as a result of any payment hereunder until
the Discharge of Term Loan Obligations and the Discharge of Additional Pari
Passu Obligations have occurred.  The Grantors acknowledge and
agree that, to the extent permitted by applicable law, the value of any payments
or distributions in cash, property or other assets received by the Revolving
Credit Facility Collateral Agent or the Revolving Credit Claimholders that are
paid over to a Payee pursuant to this Agreement shall not reduce any of the
Revolving Credit Obligations.

     

     

    8.6 SUBMISSION TO JURISDICTION;
WAIVERS.

     

     

    (a) JUDICIAL
PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF

     


    
      
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    COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY:

     

     

    (1) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;

     

     

    (2) WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS;

     

     

    (3) AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE
PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.7 (OR IN THE CASE OF
ANY GRANTOR ORGANIZED OR EXISTING UNDER THE LAWS OF A JURISDICTION OUTSIDE THE
UNITED STATES, TO ITS AGENT SPECIFIED IN SECTION 8.18); AND

     

     

    (4) AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT,
AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT.

     

     

    (b) EACH OF
THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER.  THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL
DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER
HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS
AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS
AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED
FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS
THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SECTION 8.6(b) AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO.  IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.

     

     

    (c) EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER REVOLVING CREDIT FACILITY LOAN DOCUMENT OR TERM LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN
STATEMENT OR ACTION OF ANY PARTY HERETO.

     

     

    8.7 Notices.  All
notices to the Term Loan Claimholders and the Revolving Credit Claimholders
permitted or required under this Agreement shall also be sent to the Term Loan
Collateral Agent and the Revolving Credit Facility Collateral Agent,
respectively.  Unless otherwise specifically

     


    
      
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    provided
herein, any notice hereunder shall be in writing and may be personally served or
sent by telecopier or mail or courier service and shall be deemed to have been
given when delivered in person or by courier service and signed for against
receipt thereof, upon receipt of telecopier transmission, or upon deposit in the
mail with postage prepaid and properly addressed.  For the purposes
hereof, the addresses of the parties hereto shall be as set forth below each
party’s name on the signature pages hereto, or, as to each party, at such other
address as may be designated by such party in a written notice to all of the
other parties.

     

     

    8.8 Further
Assurances.  The Revolving Credit Facility Collateral Agent, on
behalf of itself and the Revolving Credit Claimholders under the Revolving
Credit Facility Credit Documents, the Term Loan Collateral Agent, on behalf of
itself and the Term Loan Claimholders under the Term Loan Credit Documents, the
Additional Pari Passu Debt Representatives, on behalf of itself and the
applicable Additional Pari Passu Claimholders under the Additional Pari Passu
Credit Documents, and the Grantors, agree that each of them shall take such
further action and shall execute and deliver such additional documents and
instruments (in recordable form, if requested) as an Agent may reasonably
request to effectuate the terms of and the Lien priorities contemplated by this
Agreement.

     

     

    8.9 APPLICABLE
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

     

     

    8.10 Binding on Successors and
Assigns.  This Agreement shall be binding upon the Revolving
Credit Facility Collateral Agent, the Revolving Credit Facility Administrative
Agent, the Revolving Credit Claimholders, the Term Loan Collateral Agent, the
Term Loan Administrative Agent, the Term Loan Claimholders, each Additional Pari
Passu Debt Representative, the Additional Pari Passu Claimholders and their
respective successors and assigns.  Each Revolving Credit Facility
Agent represents that it has not agreed to any modification of the provisions in
the Revolving Credit Facility Credit Documents authorizing it to execute this
Agreement and bind the other Revolving Credit Claimholders.  Each Term
Loan Agent represents that it has not agreed to any modification of the
provisions in the Term Loan Credit Documents authorizing it to execute this
Agreement and bind the other Term Loan Claimholders.  Each Additional
Pari Passu Debt Representative represents that it has not agreed to any
modification of the provisions in the applicable Additional Pari Passu Credit
Documents authorizing it to execute this Agreement and bind the Additional
Pari Passu Claimholders.  Notwithstanding any implication to the
contrary in any provision in any other section of the Agreement, no Agent makes
any representation regarding the validity or binding effect of any of the
Revolving Credit Facility Credit Documents or any of the Term Loan Credit
Documents, or their authority to bind any of the Revolving Credit
Claimholders or the Term Loan Claimholders through their execution of this
Agreement.

     

     

    8.11 Specific
Performance.  Each Agent may demand specific performance of
this Agreement.  The Revolving Credit Facility Collateral Agent, on
behalf of itself and the Revolving Credit Claimholders, the Term Loan Collateral
Agent, on behalf of itself and the Term Loan Claimholders, and Additional Pari
Passu Debt Representatives for the benefit of the applicable Additional Pari
Passu Claimholders each hereby irrevocably waive any defense based on the
adequacy of a remedy at law and any other defense which might be asserted to bar
the remedy of specific performance in any action which may be brought by any
other Agent or Claimholder, as the case may be.

     

     

    8.12 Headings.  Section
headings in this Agreement are included herein for convenience of reference only
and shall not constitute a part of this Agreement for any other purpose or be
given any substantive effect.

     


    
      
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    8.13 Counterparts.  This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single
contract.  Delivery of an executed counterpart of a signature page of
this Agreement or any document or instrument delivered in connection herewith by
telecopier or other electronic image scan transmission (e.g., “PDF” or “tif” via
e-mail) shall be effective as delivery of a manually executed counterpart of
this Agreement or such other document or instrument, as applicable.

     

     

    8.14 Authorization.  By
its signature, each Person executing this Agreement on behalf of a party hereto
represents and warrants to the other parties hereto that it is duly authorized
to execute this Agreement.

     

     

    8.15 No Third Party
Beneficiaries.  This Agreement and the rights and benefits
hereof shall inure to the benefit of each of the Agents, the Revolving Credit
Claimholders and the Term Loan Claimholders, and to the extent applicable, to
the Grantors.  Nothing in this Agreement shall impair, as between the
Grantors and each Agent and each of the Claimholders, the obligations of the
Grantors to pay principal, interest, fees and other amounts as provided in the
applicable credit documents.

     

     

    8.16 Provisions to Define
Relative Rights; Other Intercreditor
Agreements.  Except with respect to the bailee and agency
provisions of Section 5.4, the provisions of this Agreement are and are intended
for the purpose of defining the relative rights of the Revolving Credit Facility
Collateral Agent and the Revolving Credit Claimholders on the one hand, and the
Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari
Passu Debt Representatives and the Additional Pari Passu Claimholders, on the
other hand.  No Grantor nor any other creditor of any Grantor shall
have any rights hereunder (other than the rights of the Grantors expressly set
forth in Section 8.3) and no Grantor may rely on the terms hereof, except that
the Grantors may rely on Sections 5.4 and 8.3 hereof with respect to matters set
forth therein and, to the extent that any provision hereof governs the priority
of security interests, the Grantors may rely on such provision in making
representations and warranties relating to priority of security interests in the
Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and
the Additional Pari Passu Credit Documents.  Nothing in this Agreement
is intended to or shall impair the obligations of any Grantor, which are
absolute and unconditional, to pay and perform the Revolving Credit Obligations,
the Term Loan Obligations and the Additional Pari Passu Obligations, in each
case as and when the same shall become due and payable in accordance with their
terms. Nothing in this Agreement shall prevent one or more Series of Additional
Pari Passu Claimholders from entering into intercreditor agreements with any
other Series of Additional Pari Passu Claimholders or with the Term Loan Agents
and Term Loan Claimholders in order to define the relative rights of such Agents
and Claimholders with respect to the Common Collateral; provided that (i) any
such agreement provides that it is subject to the terms of this Agreement, and
(ii) no such agreement shall be binding on any Revolving Credit Claimholder or
Revolving Credit Facility Agent or, unless an express party thereto, on any Term
Loan Claimholder or any Term Loan Agent.

     

     

    8.17 Actions Upon
Breach.  If any Term Loan Claimholder, any of the Additional
Pari Passu Claimholders or any Revolving Credit Claimholder, contrary to this
Agreement, commences or participates in any action or proceeding against any
Grantor or the Collateral, such Grantor, with the prior written consent of the
applicable Agent, may interpose as a defense or dilatory plea the making of this
Agreement, and any Claimholder may intervene and interpose such defense or plea
in its or their name or in the name of such Grantor.

     

     

    8.18 Joinder of Additional
Grantors.  The Grantors party hereto shall cause each Person
which, from time to time, after the date hereof, is required to be a Grantor
pursuant to the terms of the Term Loan Credit Documents, to execute and deliver
to the Agents an Intercreditor Agreement Joinder within five days (or such
longer period as may be determined by the Agents in their sole

     


    
      
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    discretion)
of the date on which such Person becomes a party to any Revolving Credit
Facility Security Document, any Additional Pari Passu Credit Documents or any
Term Loan Security Document and, upon execution and delivery of such
Intercreditor Joinder Agreement, such Person shall constitute a “Grantor” for
all purposes hereunder with the same force and effect as if originally named as
a Grantor herein.  The execution and delivery of such Intercreditor
Agreement Joinder shall not require the consent of any other party
hereto.  The obligations of each Grantor hereunder shall remain in
full force and effect notwithstanding the addition of any new Grantor as a party
to this Agreement.

     

     

    SECTION
9.  Designated
Fixed Asset Collateral Agent

     

     

    9.1 Appointment, Duties, Powers and
Authority.

     

     

    (a) Each of
the Term Loan Agent, for itself and on behalf of each Term Loan Claimholder, and
each Additional Pari Passu Debt Representative, for itself and on behalf of the
Additional Pari Passu Claimholders, irrevocably appoints and authorizes the
Designated Fixed Asset Collateral Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are expressly
delegated to it by the terms hereof, together with all such powers as are
reasonably incidental thereto.  The Designated Fixed Asset Collateral
Representative shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Claimholder
or any Agent, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of the Designated Fixed Asset Collateral
Representative shall be read into this Agreement or shall otherwise exist
against the Designated Fixed Asset Collateral Representative.  The
provisions of this Section 9 are solely for the benefit of the Designated Fixed
Asset Collateral Representative, the Agents and the Claimholders.

     

     

    (b) The
Designated Fixed Asset Collateral Representative’s duties hereunder are solely
ministerial and administrative in nature and it shall not have any duties or
obligations except those expressly set forth herein.  Without limiting
the generality of the foregoing, the Designated Fixed Asset Collateral
Representative shall not have any duty to take any discretionary action or to
exercise any discretionary powers, but shall be required to act or refrain from
acting (and shall be fully protected in so acting or refraining from acting)
solely in accordance with this Agreement, provided that it
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Designated Fixed Asset Collateral Representative or
any of its Affiliates to liability or that is contrary to any applicable
law.

     

     

    (c) Neither
the Designated Fixed Asset Collateral Representative or any of its agents,
officers, shareholders, affiliates, directors, managers, administrators,
trustees, partners, employees, advisors and other representatives shall be
liable to the other Agents or Claimholders for any action taken or not taken by
it in the absence of its own gross negligence or willful misconduct, as
determined by a final judgment of a court of competent
jurisdiction.

     

     

    (d) The
Designated Fixed Asset Collateral Representative shall not be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty,
representation or other information made or supplied in or in connection with
this Agreement, any other Credit Agreement or the Collateral, (ii) the contents
of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith or the adequacy, accuracy and/or
completeness of the information contained therein, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein, or (iv) the validity, effectiveness, enforceability or
genuineness of this Agreement, the other Credit Agreements or any other
instrument or writing furnished in connection herewith.

     

     

    
      
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    9.2 Exculpatory Provisions and
Indemnity. 

     

     

    (a) The
Designated Fixed Asset Collateral Representative shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement, any
Credit Agreement or any other document furnished in connection herewith or
therewith in accordance with the terms hereof.  The Designated Fixed
Asset Collateral Representative shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Designated Fixed Asset Collateral
Representative also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon.  The Designated Fixed
Asset Collateral Representative may consult with legal counsel, independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

     

     

    (b) The
Company agrees to indemnify the Designated Fixed Asset Collateral
Representative, and each of its Affiliates (each such Person being called
an “Indemnitee”) against,
and to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and out-of-pocket expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution,
delivery and enforcement of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the other transactions contemplated hereby, or (ii) any
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or expenses (A) are determined by a final
judgment of a court of competent jurisdiction to have arisen by reason of the
Indemnitee’s gross negligence, bad faith or willful misconduct or (B) arise from
any action solely among Indemnitees, other than any such actions that arise from
an act or an omission of the Company or any Subsidiary (and provided that
withstanding the foregoing provisions of this clause (B), the Designated Fixed
Asset Collateral Representative, acting in such capacity, shall in any event be
indemnified subject to the other limitations set forth in this Section; and
provided, further, that in the
absence of conflicts, reimbursement of reasonable legal fees, charges and
disbursements in respect of any matter for which indemnification is sought shall
be limited to reasonable fees, charges and disbursements of one counsel for all
such Indemnitees (and any appropriate foreign and local counsel in applicable
foreign and local jurisdictions).

     

     

    (c) To the
extent that the Company fails to promptly pay any amount to be paid by it to the
Designated Fixed Asset Collateral Representative under paragraph (b) of this
Section, each Agent severally agrees to pay to the Designated Fixed Asset
Collateral Representative, such Agent’s pro rata share (determined as of the
time that the applicable un-reimbursed expense or indemnity payment is sought)
of such unpaid amount; provided that the
un-reimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Designated
Fixed Asset Collateral Representative in its capacity as such.  For
purposes hereof, an Agent’s “pro rata share” shall be determined based upon
its Claimholders’ share of the sum of the total outstanding Obligations at
the time.

     

     

    (d) To the
extent permitted by applicable law, neither the Company nor any Agent shall
assert, and such Persons hereby waive, any claim against the Designated Fixed
Asset Collateral Representative or any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this
Agreement or any other agreement or instrument contemplated hereby; provided that
notwithstanding the foregoing, to the extent required by Section 9.2(b), the
Company shall be required to

     


    
      
        62 


      

      
         


        
          

        

      

      
         


      

    


     

    indemnify
each Indemnitee for any special, indirect, consequential or punitive damages of
Persons other than any Indemnitee.

     

     

    (e) The
provisions of this Section 9.2 shall remain operative and in full force and
effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of
this Agreement or of any Credit Agreements, or any investigation made by or on
behalf of the Designated Fixed Asset Collateral Representative.  All
amounts due under this Section 9.2 shall be payable on written demand (together
with customary backup documentation supporting such reimbursement request)
therefor.

     

     

    9.3 Delegation of
Duties.  The Designated Fixed Asset Collateral Representative
may perform any and all of its duties and exercise its rights and powers
hereunder by or through any one or more sub-agents appointed by the Designated
Fixed Asset Collateral Representative.  The Designated Fixed Asset
Collateral Representative and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective
Affiliates.  Each such sub-agent and the Affiliates of the Designated
Fixed Asset Collateral Representative and each such sub-agent shall be entitled
to the benefits of all provisions of this Section 9 (as though such sub-agents
were the “The Designated Fixed Asset Collateral Representative”) as if set forth
in full herein with respect thereto.

     

     

    9.4 Resignation and
Removal.  The Designated Fixed Asset Collateral Representative
may resign at any time by giving 30 days' prior written notice thereof to the
Claimholders and the Agents.  Upon any such resignation, the Term Loan
Agents and the Additional Pari Passu Debt Representatives shall have the right
to appoint a successor Designated Fixed Asset Collateral Representative with the
consent of the Revolving Credit Facility Agent (which consent shall not be
unreasonably withheld, conditioned or delayed).  If no successor
Designated Fixed Asset Collateral Representative shall have been so appointed by
the Term Loan Agents and the Additional Pari Passu Debt Representatives, and
shall have accepted such appointment, within 30 days after the retiring
Designated Fixed Asset Collateral Representative gives notice of resignation,
then the Revolving Credit Facility Agent may appoint a successor Designated
Fixed Asset Collateral Representative.  Upon the acceptance of its
appointment as such Designated Fixed Asset Collateral Representative hereunder
by a successor Designated Fixed Asset Collateral Representative, such successor
Designated Fixed Asset Collateral Representative shall thereupon succeed to and
become vested with all the rights and duties of the retiring Designated Fixed
Asset Collateral Representative, and the retiring Designated Fixed Asset
Collateral Representative shall be discharged from its duties and obligations
hereunder.  After any retiring Designated Fixed Asset Collateral
Representative's resignation hereunder as Designated Fixed Asset Collateral
Representative, the provisions of this Article shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was an Designated Fixed
Asset Collateral Representative.

     

     

    


     

     

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blank]

     


    
      
        63 


      

      
         


        
          

        

      

      
         


      

    


     

    IN WITNESS WHEREOF, the parties hereto
have executed this Intercreditor Agreement as of the date first written
above.

     

    
      
        
          
            	 	CITIBANK,
      N.A.,	 
	 	as
      Term Loan Administrative Agent and as Term Loan Collateral Agent	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/
      David Jaffe	 
	 	 	Name: 
      David Jaffe	 
	 	 	
                    Title: 
      Director/Vice President

                     

                  	 
	 	 	
                    Citibank,
      N.A.

                    2 Penn's Way

                    New Castle, DE 19720

                     

                    Attention of:  Kenneth Rineheimer

                     

                    Telecopier No.:  212-994-0961

                     

                    E-Mail
      Address:  Kenneth.Rinehimer@citigroup.com

                  	 


          

        

      

    

     

     

     

    
      
        
          
            	 	CITIBANK,
      N.A.,	 
	 	as
      Revolving Credit Facility Administrative Agent and as Revolving Credit
      Facility Collateral Agent	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ David
      Jaffe	 
	 	 	Name: 
      David Jaffe	 
	 	 	
                    Title: 
      Director/Vice President

                     

                  	 
	 	 	
                    Citibank,
      N.A.

                    2 Penn's Way

                    New Castle, DE 19720

                     

                    Attention of:  Kenneth Rinehimer

                     

                    Telecopier No.:  212-994-0961

                     

                    E-Mail
      Address:  Kenneth.Rinehimer@citigroup.com

                  	 


          

        

      

    

    
    

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Acknowledged
and Agreed to by:

     

    SOLUTIA
INC.

     

     

    
      
        
          
            
              	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


            

          

        

      

    

                                                                

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CPFILMS
INC.

    
       

      
        
          
            
              
                	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


              

            

          

        

      

                                         


    

     

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    


    


    FLEXSYS
AMERICA CO.

     

    
      
        
          
            
              
                	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


              

            

          

        

      

                                         

    

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FLEXSYS
AMERICA L.P.

    


    by FLEXSYS AMERICA CO.,

    its general partner

    
       

      
        
          
            
              
                
                  	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


                

              

            

          

        

                                           


      

    

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    


    


    MONCHEM
INTERNATIONAL, INC.

    
       

      
        
          
            
              
                
                  	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


                

              

            

          

        

                                           

      

    

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SOLUTIA
BUSINESS ENTERPRISES, INC.

     

    
      
        
          
            
              
                
                  	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


                

              

            

          

        

                                           


      

    

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SOLUTIA
INTER-AMERICA, INC.

    
       

      
        
          
            
              
                
                  	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


                

              

            

          

        

                                           


      

    

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    


    


    SOLUTIA
OVERSEAS, INC.

     

    
      
        
          
            
              
                
                  	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


                

              

            

          

        

                                           


      

    

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SOLUTIA
SYSTEMS, INC.

    
       

      
        
          
            
              
                
                  	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


                

              

            

          

        

                                    

      

    

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address:

    


    


    


    S E
INVESTMENT LLC

    
       

      
        
          
            
              
                
                  	 By:	 /s/ James A. Tichenor	 	 
	 Name:	 James
      A. Tichenor	 	 
	 Title:	 Authorized
      Officer	 	 


                

              

            

          

        

                                           

      

    

    c/o
Solutia Inc.

    575
Maryville Centre Drive

    P.O. Box
66760

    St.
Louis, Missouri  63166-6760

    (courier
delivers to: 575 Maryville Centre Drive, St. Louis,
Missouri  63141)

    Attention
of:  James Tichenor and Paul J. Berra, III

    Telecopier
No.:  314-674-2721

    E-Mail
Address: